Common use of Rejecting Lenders/No Full Assignment Clause in Contracts

Rejecting Lenders/No Full Assignment. If (i) one or more Rejecting Lenders shall not approve an Extension Request, (ii) the provisions of clause (ii) of Section 2.21(b) do not apply and (iii) no other Lender shall have given written notice to Administrative Agent of such Lender's withdrawal of its approval of the Extension Request, Administrative Agent shall promptly notify Borrower and each Lender and any Replacement Lender, and the Facility Maturity Date shall be extended by one (1) year (subject to the limitations set forth in this Section 2.21(c)), and in such event Borrower may thereafter request further extension(s) as provided in Section 2.21(a); provided, however, that (A) the Aggregate Commitment shall be automatically reduced, effective as of the Facility Maturity Date as determined prior to such extension (the "Previous Maturity Date") and shall equal the aggregate Commitments of Lenders who are not Rejecting Lenders and Lenders who are Replacement Lenders; (B) all rights and obligations of such Rejecting Lenders under this Agreement and under the other Loan Documents (including, without limitation, their Commitment and all Loans owing to them) shall either be (1) assigned to Replacement Lenders pursuant to Section 2.21(b), or (2) terminated, effective as of the Previous Maturity Date (or such earlier date as Borrower and Administrative Agent may designate, in which case the reduction of the Aggregate Commitment provided for in clause (A) above shall occur on such earlier date); (C) if and to the extent such Rejecting Lender's Commitment is assigned to one or more Replacement Lenders, such assignment shall be effected in accordance with the provisions of Section 2.23; and (D) if and to the extent such Rejecting Lender's Commitment is terminated, Borrower shall pay to Administrative Agent on the date of such termination, solely for the account of such Rejecting Lender, all amounts due and owing such Rejecting Lender hereunder or under any other Loan Document, including without limitation the aggregate outstanding principal amount of the Loans owed to such Rejecting Lender with respect to the terminated Commitment, together with accrued interest thereon through the date of such termination, all amounts payable under Sections 3.1 and 3.2 with respect to such Rejecting Lender and all fees payable to such Rejecting Lender hereunder with respect to the terminated Commitment (and payment of such amount may not be waived except with the consent of each Rejecting Lender, as more specifically provided in Section 11.2(i)); and upon such Rejecting Lender's termination, such Rejecting Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article III and Section 12.7, as well as to any fees accrued hereunder and not yet paid, and shall continue to be obligated under Section 13.8 with respect to obligations and liabilities accruing prior to such termination of such Rejecting Lender's Commitment.

Rejecting Lenders/No Full Assignment. If (i) one or more Rejecting Lenders shall not approve an Extension Request, (ii) the provisions of clause (ii) of Section 2.21(b2.17(b) do not apply and (iii) no other Lender shall have given written notice to the Administrative Agent of such Lender's withdrawal of its approval of the Extension Request, the Administrative Agent shall promptly notify the Borrower and each Lender and any Replacement replacement Lender, and the Facility Maturity Scheduled Termination Date shall be extended by one (1) year (subject to the limitations set forth in this Section 2.21(c2.17(c)), and in such event the Borrower may thereafter request further extension(s) as provided in Section 2.21(a2.17(a); provided, however, that (A) the Aggregate aggregate Revolving Credit Commitment shall be automatically reduced, effective as of the Facility Maturity Scheduled Termination Date as determined prior to such extension (the "Previous Maturity DatePREVIOUS SCHEDULED TERMINATION DATE") and shall equal the aggregate Commitments of Lenders who are not Rejecting Lenders and Lenders who are Replacement replacement Lenders; (B) all rights and obligations of such Rejecting Lenders under this Agreement and under the other Loan Documents (including, without limitation, their Commitment and all Loans owing to them) shall either be (1) assigned to Replacement replacement Lenders pursuant to Section 2.21(b2.17(b), or (2) terminated, effective as of the Previous Maturity previous Scheduled Termination Date (or such earlier date as the Borrower and the Administrative Agent may designate, in which case the reduction of the Aggregate aggregate Revolving Credit Commitment provided for in clause (A) above shall occur on such earlier date); (C) if and to the extent such Rejecting Lender's Commitment is assigned to one or more Replacement replacement Lenders, such assignment shall be effected in accordance with the provisions of Section 2.232.16; and (D) if and to the extent such Rejecting Lender's Commitment is terminated, the Borrower shall pay to Administrative Agent on the date of such termination, solely for the account of such Rejecting Lender, all amounts due and owing such Rejecting Lender hereunder or under any other Loan Document, including without limitation the aggregate outstanding principal amount of the Loans owed to such Rejecting Lender with respect to the terminated Commitment, together with accrued interest thereon through the date of such termination, all amounts payable under Sections 3.1 Section 2.13 and 3.2 2.14 with respect to such Rejecting Lender and all fees payable to such Rejecting Lender hereunder with respect to the terminated Commitment (and payment of such amount may not be waived except with the consent of each Rejecting Lender, as more specifically provided in Section 11.2(i10.1(a)(ii)); and upon such Rejecting Lender's termination, such Rejecting Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article III Sections 2.13 and Section 12.72.14 and Sections 10.3 and 10.4, as well as to any fees accrued hereunder and not yet paid, and shall continue to be obligated under Section 13.8 9.5 with respect to obligations and liabilities accruing prior to such termination of such Rejecting Lender's Commitment.

Rejecting Lenders/No Full Assignment. If (i) one or more Rejecting Lenders shall not approve an Extension Request, (ii) the provisions of clause (ii) of Section 2.21(b) do not apply and (iii) no other Lender shall have given written notice to Administrative Agent of such Lender's ’s withdrawal of its approval of the Extension Request, Administrative Agent shall promptly notify Borrower and each Lender and any Replacement Lender, and the Facility Maturity Date shall be extended by one (1) year (subject to the limitations set forth in this Section 2.21(c)), and in such event Borrower may thereafter request further extension(s) as provided in Section 2.21(a); provided, however, that (A) the Aggregate Commitment shall be automatically reduced, effective as of the Facility Maturity Date as determined prior to such extension (the "“Previous Maturity Date"”) and shall equal the aggregate Commitments of Lenders who are not Rejecting Lenders and Lenders who are Replacement Lenders; (B) all rights and obligations of such Rejecting Lenders under this Agreement and under the other Loan Documents (including, without limitation, their Commitment and all Loans owing to them) shall either be (1) assigned to Replacement Lenders pursuant to Section 2.21(b), or (2) terminated, effective as of the Previous Maturity Date (or such earlier date as Borrower and Administrative Agent may designate, in which case the reduction of the Aggregate Commitment provided for in clause (A) above shall occur on such earlier date); (C) if and to the extent such Rejecting Lender's ’s Commitment is assigned to one or more Replacement Lenders, such assignment shall be effected in accordance with the provisions of Section 2.23; and (D) if and to the extent such Rejecting Lender's ’s Commitment is terminated, Borrower shall pay to Administrative Agent on the date of such termination, solely for the account of such Rejecting Lender, all amounts due and owing such Rejecting Lender hereunder or under any other Loan Document, including without limitation the aggregate outstanding principal amount of the Loans owed to such Rejecting Lender with respect to the terminated Commitment, together with accrued interest thereon through the date of such termination, all amounts payable under Sections 3.1 3.1, 3.2 and 3.2 3.3 with respect to such Rejecting Lender and all fees payable to such Rejecting Lender hereunder with respect to the terminated Commitment (and payment of such amount may not be waived except with the consent of each Rejecting Lender, as more specifically provided in Section 11.2(i)); and upon such Rejecting Lender's ’s termination, such Rejecting Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article III and Section 12.7, as well as to any fees accrued hereunder and not yet paid, and shall continue to be obligated under Section 13.8 with respect to obligations and liabilities accruing prior to such termination of such Rejecting Lender's ’s Commitment.