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

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company 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 and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13 or 2.14, or the Borrowers shall be required to make additional payments to any Lender under Section 2.19, the Company 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 10.04) all its interests, rights and obligations under this Agreement to another financial institution acceptable to the Administrative Agent which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority (ii) no Event of Default shall have occurred and be continuing and (iii) the Company or the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder.

Assignment of Commitments Under Certain Circumstances. In the event (a) Any any Lender (or Transferee) claiming any additional amounts payable requests compensation pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company 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 and would not5.3, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered delivers a notice described in Section 5.2, (c) Holdings or certificate any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.13 or 2.145.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the Borrowers shall be required to make additional payments to business in which the Borrower is engaged or (e) any Lender under Section 2.19is a Defaulting Lender, the Company shall have the rightBorrower may, at its own expensesole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.04) 12.2), all of its interests, rights and obligations under this Agreement the Loan Documents to another financial institution acceptable to the Administrative Agent which an Eligible Assignee that shall assume such obligationsassigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) no such assignment shall not conflict with any law, rule or regulation Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing and continuing, (iii) the Company Borrower or the assignee, as the case may be, such assignee shall pay have paid to the affected such Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, plus all fees and all other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or the Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3 or demand for additional amounts under Section 5.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its account rights in respect of such circumstances or owed event under Section 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to it make such assignment hereunder. In the event that a replaced Lender does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 2.13, Section 2.19 or Section 2.19 2.22 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company 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 and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13 or 2.14, or the Borrowers shall be required to make additional payments to any Lender under Section 2.192.19 or Section 2.22, the Company 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 10.04) all its interests, rights and obligations under this Agreement to another financial institution acceptable to the Administrative Agent which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority Authority, (ii) no Event of Default shall have occurred and be continuing and (iii) the Company or the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder.

Assignment of Commitments Under Certain Circumstances. In the event (a) Any any Lender (or Transferee) claiming any additional amounts payable requests compensation pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company 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 and would not5.3, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered delivers a notice described in Section 5.2, (c) Holdings or certificate any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.13 or 2.145.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the Borrowers shall be required to make additional payments to business in which the Borrower is engaged or (e) any Lender under Section 2.19is a Defaulting Lender, the Company shall have the rightBorrower may, at its own expensesole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.04) 12.2), all of its interests, rights and obligations under this Agreement the Loan Documents to another financial institution acceptable to the Administrative Agent which an Eligible Assignee that shall assume such obligationsassigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) no such assignment shall not conflict with any law, rule or regulation Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing and continuing, (iii) the Company Borrower or the assignee, as the case may be, such assignee shall pay have paid to the affected such Lender in immediately available funds on an amount equal to the date sum of such assignment 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans made by it hereunder of such Lender, plus all fees and all other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or the Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3 or demand for additional amounts under Section 5.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its account rights in respect of such circumstances or owed event under Section 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to it make such assignment hereunder. In the event that a replaced ▇▇▇▇▇▇ does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced ▇▇▇▇▇▇, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 2.13, Section 2.19 or Section 2.19 2.22 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company 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 and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13 or 2.14, or the Borrowers shall be required to make additional payments to any Lender under Section 2.192.19 or Section 2.22, the Company 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 10.04) all its interests, rights and obligations under this Agreement to another financial institution acceptable to the Administrative Agent which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority (ii) no Event of Default shall have occurred and be continuing and (iii) the Company or the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder.

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company or to change the jurisdiction of its applicable lending office if 54 48 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 and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13 or 2.14, or the Borrowers shall be required to make additional payments to any Lender under Section 2.19, the Company 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 10.04) all its interests, rights and obligations under this Agreement to another financial institution acceptable to the Administrative Agent which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority (ii) no Event of Default shall have occurred and be continuing and (iii) the Company or the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder.

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company 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 and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13 or 2.14, or the Borrowers Borrower shall be required to make additional payments to any Lender under Section 2.192.20 (or would be required to make such additional payments with respect to the interest payment that would be made on the next succeeding Interest Payment Date), the Company Borrower shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative AgentManaging Agents, to require replace such Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.04(b)), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.0410.04(b)) all its interests, rights and obligations under this Agreement to another financial institution acceptable to the Administrative Agent which shall assume such obligationsassignee; provided provided, however, that (ia) no such assignment shall conflict with any lawlaw or any rule, rule or regulation or order of any Governmental Authority Authority, (iib) no Event of Default shall have occurred and be continuing and (iii) the Company or the assignee, as the case may be, such assignee shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of the Loans made by such Lender hereunder and (c) the Borrower shall pay to the affected Lender in immediately available funds on the date of such assignment the interest accrued to the date of payment on the Loans made by it such Lender hereunder and all other amounts accrued for its such Lender's account or owed to it hereunder.

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company 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 and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender the Administrative Agent shall have delivered a notice or certificate on behalf of any Lender pursuant to Section 2.13 2.10, 2.12 or 2.142.16, or the Borrowers Loan Parties shall be required to make additional payments to any Lender under Section 2.192.16, or any Lender shall become a Defaulting Lender, the Company Borrower shall have the right, at its own expense, upon notice to such Lender and the Administrative Agent, not later than sixty (60) days following such Lender’s delivery of such notice or certificate, to require such Lender or Defaulting Lender to transfer and assign assign, without recourse (or discount, in accordance with and subject to the restrictions contained in Section 10.04) 9.7, all of its interests, rights and obligations under this Agreement (including, without limitation, its Commitments and its Percentage of the Obligations) to another one or more financial institution acceptable to institutions chosen by the Borrower (and approved by the Administrative Agent and the Issuing Bank, which approval shall not be unreasonably withheld) which have agreed to so acquire and assume such interests, rights and obligations; provided that (i) no . A Lender shall not be required to make any such transfer and assignment shall conflict with any lawunless all Obligations owing to such Lender, rule or regulation or order of any Governmental Authority (ii) no Event of Default including, without limitation, those arising under Sections 2.10, 2.12 and 2.16, have been paid in full and such Lender shall have occurred no further obligations with respect to its Commitments, and no Lender shall be continuing required to make any such transfer and (iii) assignment if prior thereto the Company circumstances entitling the Borrower to require such a transfer and assignment cease to apply as a result of such Lender’s withdrawing its notice or the assigneecertificate pursuant to Section 2.10, 2.12 or 2.16, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunderapplicable.

Assignment of Commitments Under Certain Circumstances. (a) Any Lender (or Transferee) claiming any additional amounts payable pursuant to Section 2.13 or Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Company 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 and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender (or Transferee). (b) In the event that any Lender shall have delivered a notice or certificate pursuant to Section 2.13 or 2.14, or the Borrowers shall be required to make additional payments to any Lender under Section 2.19, the Company 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 10.04) all its interests, rights and obligations under this Agreement to another financial institution acceptable to the Administrative Agent which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority (ii) no Event of Default shall have occurred and be continuing and (iii) the Company or the assignee, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder.. 55 49