Common use of Termination or Assignment of Commitments Under Certain Circumstances Clause in Contracts

Termination or Assignment of Commitments Under Certain Circumstances. In the event that any Lender shall fail to pay amounts due to the Agent pursuant to Section 2.02(c) or any Lender shall have delivered a notice or certificate pursuant to Section 2.13 or 2.14, or the Borrower shall be required to make additional payments to any Lender under Section 2.19, and provided that no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the right, at its own expense, upon notice to such Lender and the Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an Eligible Assignee which shall assume such obligations; provided that (i) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (ii) the Borrower or such assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder (other than any outstanding Competitive Loans held by it), (iii) if such assignee is not a Lender, the Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 to the Agent and (iv) in the case of any assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction of such compensation or payments thereafter. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Termination or Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall fail to pay amounts due to the Agent pursuant to Section 2.02(cbecome a Defaulting Lender, (b) or any Lender shall have delivered a notice or certificate pursuant to Section 2.13 2.15 or 2.142.16, or (c) the Borrower shall be required to make additional payments to any Lender under Section 2.192.21, and provided that no Default or Event of Default (d) a Lender shall have occurred and be continuingbecome a Non-Consenting Lender (as defined below), the Borrower shall have the right, at its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an Eligible Assignee which shall assume such obligations; provided that (i) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (ii) the Borrower or such assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder (other than any outstanding Competitive Loans held by it)hereunder, (iii) if such assignee is not a Lender, the Administrative Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 to the Agent and Administrative Agent, (iv) in the case of any assignment resulting from a claim for compensation under Section 2.13 2.15 or payments required to be made pursuant to Section 2.192.21, such assignment will result in a reduction of such compensation or payments thereafterthereafter and (v) the Swingline Lender shall have consented in writing to such assignment (which consent will not be unreasonably withheld). A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.08 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Termination or Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall fail to pay amounts due to the Agent pursuant to Section 2.02(cbecome a Defaulting Lender, (b) or any Lender shall have delivered a notice or certificate pursuant to Section 2.13 2.15 or 2.142.16, or (c) the Borrower shall be required to make additional payments to any Lender under Section 2.192.21, and provided that no Default or Event of Default (d) a Lender shall have occurred and be continuingbecome a Non-Consenting Lender (as defined below), the Borrower shall have the right, at its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an Eligible Assignee which shall assume such obligations; provided that (i) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (ii) the Borrower or such assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder (other than any outstanding Competitive Loans held by it), (iii) if such assignee is not a Lender, the Administrative Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 to the Agent and Administrative Agent, (iv) in the case of any assignment resulting from a claim for compensation under Section 2.13 2.15 or payments required to be made pursuant to Section 2.192.21, such assignment will result in a reduction of such compensation or payments thereafterthereafter and (v) the Swingline Lender shall have consented in writing to such assignment (which consent will not be unreasonably withheld). A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.08 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a "Non-Consenting Lender."

Termination or Assignment of Commitments Under Certain Circumstances. In the event that any Lender shall fail to pay amounts due to the Agent pursuant to Section 2.02(c(a) or any Lender shall have delivered a notice or certificate pursuant to Section 2.13 2.12 or 2.14, or 2.13; (b) the Borrower shall be required to make additional payments to any Lender under Section 2.19, and provided that no Default or Event of Default 2.18; (c) any Lender shall have occurred refused (and shall not have retracted such refusal) to make available any Loan on its part to be continuingmade available hereunder, other than solely as a result of the failure of any condition set forth in Article IV to be satisfied (such condition not having been effectively waived in accordance with the terms hereof); (d) any Lender shall have notified the Administrative Agent or the Borrower (and shall not have retracted such notification) that it does not intend to comply with any of its obligations hereunder, other than solely as a result of the failure of any condition set forth in Article IV to be satisfied (such condition not having been effectively waived in accordance with the terms hereof); or (e) either (A) a receiver, trustee, conservator or other custodian shall have been appointed with respect to any Lender or its property at the direction or request of any regulatory agency or authority or (B) an order, action, process or proceeding of the type contemplated by paragraph (g) or (h) of Article VII shall be commenced by or against such Lender (or such Lender shall have consented to any such order, action, process or proceeding), the Borrower shall have the right, at its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an Eligible Assignee which another financial institution that shall assume such obligations; provided PROVIDED, HOWEVER, that (ia) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Authority and (iib) the Borrower or such the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder (other than any outstanding Competitive Loans held by it), (iii) if such assignee is not a Lender, the Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 to the Agent and (iv) in the case of any assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction of such compensation or payments thereafter. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyhereunder.

Termination or Assignment of Commitments Under Certain Circumstances. In the event that any Lender shall fail to pay the Agent amounts due to the Agent it pursuant to Section 2.02(c2.05(i) or any Lender shall have delivered a notice or certificate pursuant to Section 2.13 or Section 2.14, or the either Borrower shall be required to make additional payments to any Lender under Section 2.19, 2.19 and provided that no Default or Event of Default shall have occurred and be continuing, the Borrower Borrowers shall have the right, at its their own expense, upon notice to such Lender and the Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.0410.04) all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an Eligible Assignee another financial institution which shall assume such obligations; provided that (i) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (ii) the Borrower Borrowers or such the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans and participations in Swingline Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder (other than any outstanding Competitive Loans held by it)hereunder, (iii) if such assignee the replacement financial institution is not a Lender, the Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower Borrowers or such financial institution shall have paid a processing and recordation fee of $3,500 3500 to the Agent and (iv) if a Commitment is being assigned, the Swingline Lender shall have consented in the case of any assignment resulting from a claim for compensation under Section 2.13 or payments required writing to be made pursuant to Section 2.19, such assignment (which consent will result in a reduction of such compensation or payments thereafter. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyunreasonably withheld).

Termination or Assignment of Commitments Under Certain Circumstances. (a) Any Bank (or Transferee) claiming any additional amounts payable pursuant to Section 2.12 or Section 2.18 or exercising its rights under Section 2.13 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue or avoid the circumstances giving rise to such exercise and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank (or Transferee). (b) In the event that any Lender shall fail to pay amounts due to the Agent pursuant to Section 2.02(c) or any Lender Bank shall have delivered a notice or certificate pursuant to Section 2.13 2.12 or 2.142.13, or the Borrower shall be required to make additional payments under Section 2.18 to any Lender under Section 2.19, and provided that no Default Bank (or Event of Default shall have occurred and be continuingTransferee) or to the Agent with respect to any Bank (or Transferee), the Borrower shall have the right, at its own expense, upon notice to such Lender Bank (or Transferee) and the Agent, Agent (a) to terminate the Commitment of such Bank (or Transferee) or (b) to require such Lender Bank (or Transferee) to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by itAuction Loans) to an Eligible Assignee another financial institution which shall assume such obligations; provided that (i) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, Authority and (ii) the Borrower or such the assignee, as the case may be, shall pay to the affected Lender Bank (or Transferee) in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder (other than any outstanding Competitive Loans held by it), (iii) if such assignee is not a Lender, the Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 to the Agent and (iv) in the case of any assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction of such compensation or payments thereafter. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyhereunder.

Termination or Assignment of Commitments Under Certain Circumstances. In the event that (a) any Lender shall fail to pay amounts due to the Agent pursuant to Section 2.02(cbecome a Defaulting Lender, (b) or any Lender shall have delivered a notice or certificate pursuant to Section 2.13 2.15 or 2.142.16, or (c) the Borrower shall be required to make additional payments to any Lender under Section 2.192.21, and provided that no Default or Event of Default (d) a Lender shall have occurred and be continuingbecome a Non-Consenting Lender (as defined below), the Borrower shall have the right, at its own expense, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an Eligible Assignee which shall assume such obligations; provided that (i) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (ii) the Borrower or such assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder (other than any outstanding Competitive Loans held by it), (iii) if such assignee is not a Lender, the Administrative Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 to the Agent and Administrative Agent, (iv) in the case of any assignment resulting from a claim for compensation under Section 2.13 2.15 or payments required to be made pursuant to Section 2.192.21, such assignment will result in a reduction of such compensation or payments thereafterthereafter and (v) the Swingline Lender shall have consented in writing to such assignment (which consent will not be unreasonably withheld). A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.08 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Termination or Assignment of Commitments Under Certain Circumstances. In the event that any Lender shall fail to pay the Agent amounts due to the Agent it pursuant to Section 2.02(c) or any Lender shall have delivered a notice or certificate pursuant to Section 2.13 2.14 or 2.14Section 2.15, or the Borrower shall be required to make additional payments to any Lender under Section 2.192.20, or any Lender shall be a Non-Extending Lender pursuant to Section 2.12(d), and provided that no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the right, at its own expense, upon notice to such Lender and the Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement (other than except in the case of a Non-Extending Lender, such transfer or assignment may be up to the full amount of the Commitment of such Non-Extending Lender or any outstanding Competitive Loans held by itportion thereof) to an Eligible Assignee another financial institution which shall assume such obligations; provided that (i) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (ii) the Borrower or such the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder (other than any outstanding Competitive Loans held by it)hereunder, (iii) if such assignee the replacement financial institution is not a Lender, the Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 3500 to the Agent and (iv) if a Commitment is being assigned, the Swingline Lender shall have consented in the case of any assignment resulting from a claim for compensation under Section 2.13 or payments required writing to be made pursuant to Section 2.19, such assignment (which consent will result in a reduction of such compensation or payments thereafter. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.unreasonably withheld). 37

Termination or Assignment of Commitments Under Certain Circumstances. In the event that any Lender shall fail to pay the Agent amounts due to the Agent it pursuant to Section 2.02(c) or any Lender shall have delivered a notice or certificate pursuant to Section 2.13 2.14 or 2.14Section 2.15, or the Borrower shall be required to make additional payments to any Lender under Section 2.192.20, and provided that no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the right, at its own expense, upon notice to such Lender and the Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an Eligible Assignee another financial institution which shall assume such obligations; provided that (i) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (ii) the Borrower or such the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder (other than any outstanding Competitive Loans held by it)hereunder, (iii) if such assignee the replacement financial institution is not a Lender, the Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 3500 to the Agent and (iv) if a Commitment is being assigned, the Swingline Lender shall have consented in the case of any assignment resulting from a claim for compensation under Section 2.13 or payments required writing to be made pursuant to Section 2.19, such assignment (which consent will result in a reduction of such compensation or payments thereafter. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyunreasonably withheld).

Termination or Assignment of Commitments Under Certain Circumstances. In the event that any Lender shall fail to pay the Agent amounts due to the Agent it pursuant to Section 2.02(c) or any Lender shall have delivered a notice or certificate pursuant to Section 2.13 2.15 or 2.14Section 2.16, or the Borrower shall be required to make additional payments to any Lender under Section 2.192.21, or any Lender shall be a Declining Lender, and provided that no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the right, at its own expense, upon notice to such Lender and the Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an Eligible Assignee another financial institution which shall assume such obligations; provided that (i) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (ii) the Borrower or such the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans (other than Competitive Loans) made by it hereunder and all other amounts accrued for its account or owed to it hereunder (other than any outstanding Competitive Loans held by it)hereunder, (iii) if such assignee the replacement financial institution is not a Lender, the Agent shall have given its prior written consent to such replacement (which consent will not be unreasonably withheld) and the Borrower or such financial institution shall have paid a processing and recordation fee of $3,500 to the Agent and (iv) if a Commitment is being assigned, the Swingline Lender shall have consented in the case of any assignment resulting from a claim for compensation under Section 2.13 or payments required writing to be made pursuant to Section 2.19, such assignment (which consent will result in a reduction of such compensation or payments thereafter. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to applyunreasonably withheld).