Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.14, (ii) any Lender delivers a notice described in Section 2.15, (iii) any Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.20 or (iv) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Lead Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders, then, in each case, the Lead Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligation with respect to the Class of Term Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an Eligible Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Lead Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, and (z) the Lead Borrower or such assignee shall have paid to the affected Lender in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all amounts accrued for the account of such Lender hereunder with respect thereto (including any amounts under Sections 2.05(b), 2.14, 2.16 and 2.20); provided further that, if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.14, notice under Section 2.15 or the ...
Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.15, (ii) any Lender delivers a notice described in Section 2.16 or (iii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.21, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all of its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Lender in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender plus all Fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Section 2.15 and Section 2.17); provided, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.15 or notice under Section 2.16 or the amounts paid pursuant to Section 2.21, as the case may be, cease to cause such Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.16, or cease to result in amounts being payable under Section 2.21, as the case may be (including as a result of any action taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation under Section 2.15 in respect of such circumstances or event or shall withdraw its notice under Section 2.16 or shall waive its right to further payments under Section 2.21 in respect of such circumstances or event, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment her...
Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or any Issuing Bank requests compensation pursuant to Section 2.14, (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.15, (iii) the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank pursuant to Section 2.20, (iv) any Lender shall become a Defaulting Lender or (v) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all affected Lenders in accordance with the terms of Section 9.08 or all the Lenders with respect to a certain Class of Loans and such amendment, waiver or other modification is consented to by the Required Lenders or the Required Class Lenders for such Class, as applicable (any such Lender, a “Non-Consenting Lender”), the Borrower may, at its sole cost and expense, upon notice to such Lender or such Issuing Bank, as the case may be, upon notice to the Administrative Agent and such Non-Consenting Lender, either:
Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.13, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, (iii) a Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.19, (iv) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender or (v) any Lender is a Non-Consenting Lender, then the Applicable Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender or Issuing Bank to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (B) the Applicable Borrower shall have received the prior written consent of the Applicable Administrative Agent, the Applicable Issuing Banks and the Applicable Swing Line Lender, if any, which consent shall not unreasonably be withheld or delayed, (C) the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in L/C Disbursements of such Lender or Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder (including any amounts under Section 2.13 and Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and Fees) or the Applicable Borrower (in the case of all other amounts), (D) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.19, such assignment is expected to result in a reduction in such compensation or payments thereafter and (E) in the case of any such assignment resulting from a Non-Consenting Lender, the applicable assignee shall ha...
Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) If any Lender or Issuing Bank requests compensation under Section 2.14 or delivers a notice described in Section 2.15 or if the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.20, then such Lender or Issuing Bank, as applicable, shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or Issuing Bank, as applicable, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.20, as the case may be, in the future, (ii) would eliminate the circumstances permitting the Lender to provide a notice described in Section 2.15 and (iii) would not subject such Lender or Issuing Bank, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Bank, as applicable. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment.
Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event:
Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. 65 SECTION 2.22. Incremental Loans 66 SECTION 2.23. Extension Amendments 71 SECTION 2.24. Refinancing Amendments 73 SECTION 2.25. Defaulting Lenders 78 SECTION 2.26. Letters of Credit 79 SECTION 2.27. Swing Line Loans 89 ARTICLE III Representations and Warranties 93
Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. 58 SECTION 2.22. Letters of Credit 59 SECTION 2.23. Defaulting Lenders 64 ARTICLE III Representations and Warranties SECTION 3.01. Status 65 SECTION 3.02. Binding Obligations 65 SECTION 3.03. Non-Conflict with Other Obligations 65 SECTION 3.04. Power and Authority 65 SECTION 3.05. Validity and Admissibility in Evidence 66 SECTION 3.06. Governing Law and Enforcement 66 SECTION 3.07. Solvency 66 SECTION 3.08. No Filing or Stamp Taxes 66 SECTION 3.09. Deduction of Tax 67 SECTION 3.10. No Default 67 SECTION 3.11. Federal Reserve Regulations 67 SECTION 3.12. Investment Company Act 67 SECTION 3.13. ERISA 67 SECTION 3.14. Use of Proceeds 68 SECTION 3.15. No Misleading Information 68 SECTION 3.16. Original Financial Statements 68 SECTION 3.17. No Proceedings Pending or Threatened 69 SECTION 3.18. No Breach of Laws 69 SECTION 3.19. Environmental Laws 69 SECTION 3.20. Taxation 69 SECTION 3.21. Security and Financial Indebtedness 69 SECTION 3.22. Ranking 69 SECTION 3.23. Good Title to Assets 70 SECTION 3.24. Sanctions; FCPA 70 SECTION 3.25. Legal and Beneficial Ownership 71 SECTION 3.26. Shares 71 SECTION 3.27. Intellectual Property 71 SECTION 3.28. Accounting Reference Date 71 SECTION 3.29. Centre of Main Interests and Establishments 71 SECTION 3.30. Works council 71 SECTION 3.31. Group Structure Chart 71 ARTICLE IV Conditions of Lending SECTION 4.01. All Credit Events 72 SECTION 4.02. [Reserved.] 72 ARTICLE V Affirmative Covenants SECTION 5.01. Financial Statements 73 SECTION 5.02. Provision and Contents of Compliance Certificate 73 SECTION 5.03. Requirements as to Financial Statements 74 SECTION 5.04. Presentations 74 SECTION 5.05. Information; Miscellaneous 75 SECTION 5.06. Notification of Default 75 SECTION 5.07. “Know Your Customer” Checks 75 SECTION 5.08. Authorizations 76 SECTION 5.09. Compliance with Laws 76 SECTION 5.10. Environmental Compliance 76 SECTION 5.11. Environmental Claims 77 SECTION 5.12. Taxation 77 SECTION 5.13. Preservation of Assets 77 SECTION 5.14. Pari Passu Ranking 77 SECTION 5.15. Insurance 77 SECTION 5.16. Pensions 77 SECTION 5.17. Access 78 SECTION 5.18. Intellectual Property 78 SECTION 5.19. Financial Assistance 78 SECTION 5.20. Further Assurance 78 SECTION 5.21. Phase 2 IBR Report 84 SECTION 5.22. Anti-Corruption Law; Sanctions 84 SECTION 5.23. Maintenance of Ratings 84 SECTION 5.24. Additional Financial Information 84 ARTICLE VI Negative Covenants SECTION 6.01. Year-end 85 SECTION 6.02. Financial Covenants 85 SECTION 6.03. Merger 87 ...
Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. 81 SECTION 2.22 LETTERS OF CREDIT 82 SECTION 2.23 REFINANCING AMENDMENTS 86
Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.14, (ii) any Lender delivers a notice described in Section 2.15, (iii) the Borrower is required to pay Indemnified Taxes or any additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section
