Common use of Purchase or Cancellation of Defaulting Bank’s Commitment Clause in Contracts

Purchase or Cancellation of Defaulting Bank’s Commitment. Any Non-Defaulting Bank shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Bank’s Commitment. Any Non-Defaulting Bank desiring to exercise such right shall give written notice thereof to Administrative Agent and Borrower no sooner than two (2) Business Days and not later than fifteen (15) Business Days after such Defaulting Bank became a Defaulting Bank. If more than one Bank exercises such right, each such Bank shall have the right to acquire an amount of such Defaulting Bank’s Commitment in proportion to the Commitments of the other Banks exercising such right. If after such fifteenth (15th) Business Day, the Non-Defaulting Banks have not elected to purchase all of the Commitment of such Defaulting Bank, then Borrower may, by giving written notice thereof to Administrative Agent, such Defaulting Bank and the other Banks, either (i) demand that such Defaulting Bank assign its Commitment to an Eligible Assignee approved by Administrative Agent (such approval not to be unreasonably withheld or delayed) subject to and in accordance with the provisions of Section 11.14(c) for the purchase price provided for below or (ii) terminate the Commitment of such Defaulting Bank, whereupon such Defaulting Bank shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents (except as expressly provided in this Section 5.2(c)(ii)). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. Upon any such purchase or assignment, the Defaulting Bank’s interest in the Loan and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Bank shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or Assignee thereof, including an appropriate Assignment and Acceptance Agreement and shall pay to Administrative Agent an assignment fee in the amount of $5,000. The purchase price for the Commitment of a Defaulting Bank shall be equal to the amount of the Principal Balance of the Loan outstanding and owed by Borrower to the Defaulting Bank, plus accrued interest and any unpaid fees. Prior to payment of such purchase price to a Defaulting Bank, Administrative Agent shall apply against such purchase price any amounts retained by Administrative Agent. The Defaulting Bank shall be entitled to receive amounts owed to it by Borrower under this Agreement and the Loan Documents which accrued prior to the date of the default by the Defaulting Bank, to the extent the same are received by Administrative Agent from or on behalf of Borrower. There shall be no recourse against any Bank or Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loan.

Purchase or Cancellation of Defaulting Bank’s Commitment. Any Non-Bank who is not a Defaulting Bank shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Bank’s Commitment. Any Non-Defaulting Bank desiring to exercise such right shall give written notice thereof to Administrative Agent and Borrower no sooner than two (2) Business Days and not later than fifteen (15) Business Days after such Defaulting Bank became a Defaulting Bank. If more than one Bank exercises such right, each such Bank shall have the right to acquire an amount of such Defaulting Bank’s Commitment in proportion to the Commitments of the other Banks exercising such right. If after such fifteenth (15th) Business Day, the Non-Defaulting Banks have not elected to purchase all of the Commitment of such Defaulting Bank, then Borrower may, by giving written notice thereof to Administrative Agent, such Defaulting Bank and the other Banks, either (i) demand that such Defaulting Bank assign its Commitment to an Eligible Assignee approved by Administrative Agent (such approval not to be unreasonably withheld or delayed) subject to and in accordance with the provisions of Section 11.14(c11.1(m)(iii) for the purchase price provided for below or (ii) terminate the Commitment of such Defaulting Bank, whereupon such Defaulting Bank shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents (except as expressly provided in this Section 5.2(c)(ii4.6(c)(ii)). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. Upon any such purchase or assignment, the Defaulting Bank’s interest in the Loan and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Bank shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or Assignee thereof, including an appropriate Assignment and Acceptance Agreement and shall pay to Administrative Agent an assignment fee in the amount of $5,0003,500. The purchase price for the Commitment of a Defaulting Bank shall be equal to the amount of the Principal Balance of the Loan outstanding and owed by Borrower to the Defaulting Bank, plus accrued interest and any unpaid fees. Prior to payment of such purchase price to a Defaulting Bank, Administrative Agent shall apply against such purchase price any amounts retained by Administrative Agent. The Defaulting Bank shall be entitled to receive amounts owed to it by Borrower under this Agreement and the Loan Documents which accrued prior to the date of the default by the Defaulting Bank, to the extent the same are received by Administrative Agent from or on behalf of Borrower. There shall be no recourse against any Bank or Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loan.

Purchase or Cancellation of Defaulting Bank’s Commitment. Any Non-Bank who is not a Defaulting Bank shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Bank’s Commitment. Any Non-Defaulting Bank desiring to exercise such right shall give written notice thereof to the Administrative Agent and the Borrower no sooner than two (2) Business Days and not later than fifteen (15) Business Days after such Defaulting Bank became a Defaulting Bank. If more than one Bank exercises such right, each such Bank shall have the right to acquire an amount of such Defaulting Bank’s Commitment in proportion to the Commitments of the other Banks exercising such right. If after such fifteenth (15th) Business Day, the Non-Defaulting Banks have not elected to purchase all of the Commitment of such Defaulting Bank, then the Borrower may, by giving written notice thereof to the Administrative Agent, such Defaulting Bank and the other Banks, either (i) demand that such Defaulting Bank assign its Commitment to an Eligible Assignee approved by Administrative Agent (such approval not to be unreasonably withheld or delayed) subject to and in accordance with the provisions of Section 11.14(c11.1(m)(iii) for the purchase price provided for below or (ii) terminate the 24 Commitment of such Defaulting Bank, whereupon such Defaulting Bank shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents (except as expressly provided in this Section 5.2(c)(ii4.7(c)(ii)). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. Upon any such purchase or assignment, the Defaulting Bank’s interest in the Loan and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Bank shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or Assignee thereof, including an appropriate Assignment and Acceptance Agreement and shall pay to the Administrative Agent an assignment fee in the amount of $5,0003,500. The purchase price for the Commitment of a Defaulting Bank shall be equal to the amount of the Principal Balance of the Loan outstanding and owed by the Borrower to the Defaulting Bank, plus accrued interest and any unpaid fees. Prior to payment of such purchase price to a Defaulting Bank, the Administrative Agent shall apply against such purchase price any amounts retained by the Administrative Agent. The Defaulting Bank shall be entitled to receive amounts owed to it by the Borrower under this Agreement and the Loan Documents which accrued prior to the date of the default by the Defaulting Bank, to the extent the same are received by the Administrative Agent from or on behalf of the Borrower. There shall be no recourse against any Bank or the Administrative Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loan.

Purchase or Cancellation of Defaulting Bank’s Commitment. Any Non-Bank who is not a Defaulting Bank shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Bank’s Commitment. Any Non-Defaulting Bank desiring to exercise such right shall give written notice thereof to Administrative the Agent and the Borrower no sooner than two (2) Business Days and not later than fifteen (15) Business Days after such Defaulting Bank became a Defaulting Bank. If more than one Bank exercises such right, each such Bank shall have the right to acquire an amount of such Defaulting Bank’s Commitment in proportion to the Commitments of the other Banks exercising such right. If after such fifteenth (15th) Business Day, the Non-Defaulting Banks have not elected to purchase all of the Commitment of such Defaulting Bank, then the Borrower may, by giving written notice thereof to Administrative the Agent, such Defaulting Bank and the other Banks, either (i) demand that such Defaulting Bank assign its Commitment to an Eligible Assignee approved by Administrative Agent (such approval not to be unreasonably withheld or delayed) subject to and in accordance with the provisions of Section 11.14(c12(l) for the purchase price provided for below or (ii) terminate the Commitment of such Defaulting Bank, whereupon such Defaulting Bank shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents (except as expressly provided in this Section 5.2(c)(ii4(i)(ii)). No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. Upon any such purchase or assignment, the Defaulting Bank’s interest in the Loan Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Bank shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or Assignee assignee thereof, including an appropriate Assignment and Acceptance Agreement and and, notwithstanding Section 12(l), shall pay to Administrative the Agent an assignment fee in the amount of $5,0003,500. The purchase price for the Commitment of a Defaulting Bank shall be equal to the amount of the Principal Balance outstanding principal balance of the Loan Loans outstanding and owed by the Borrower to the Defaulting Bank, plus accrued interest and any unpaid fees. Prior to payment of such purchase price to a Defaulting Bank, Administrative the Agent shall apply against such purchase price any amounts retained by Administrative the Agent. The Defaulting Bank shall be entitled to receive amounts owed to it by the Borrower under this Agreement and the Loan Documents which accrued prior to the date of the default by the Defaulting Bank, to the extent the same are received by Administrative the Agent from or on behalf of the Borrower. There shall be no recourse against any Bank or Administrative the Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the LoanLoans.