Common use of Mandatory Assignment Clause in Contracts

Mandatory Assignment. In the event that any Lender delivers to the Borrower a certificate pursuant to SECTION 2.14(a) in connection with amounts payable pursuant to SECTION 2.11 or SECTION 2.12, or such Lender is required to make Loans as Base Rate Loans in accordance with SECTION 2.11(d) then, subject to SECTION 11.1 of the Participation Agreement, the Borrower may, at its own expense and in its sole discretion, (i) require such Lender to transfer or assign, in whole or in part, without recourse (in accordance with SECTION 9.8), all or part of its interests, rights (except for rights to be indemnified for actions taken while a party hereunder) and obligations under this Agreement to a replacement bank or institution if the Borrower (subject to SECTION 11.1 of the Participation Agreement), with the full cooperation of such Lender, can identify a Person who is ready, willing and able to be such replacement bank or institution with respect thereto and such replacement bank or institution (which may be another Lender) shall assume such assigned obligations, or (ii) during such time as no Default or Event of Default has occurred and is continuing, terminate the Commitment of such Lender and prepay all outstanding Loans of such Lender; PROVIDED, HOWEVER, that (x) the Borrower or such replacement bank or institution, as the case may be, shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder (and, if such Lender is also a Holder, all Holder Fundings and Holder Yield accrued and unpaid thereon), (y) any termination of Commitments shall be subject to the terms of SECTION 2.5(a) and (z) such assignment or termination of the Commitment of such Lender and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or other Governmental Authority.

Mandatory Assignment. In the event that any Lender Bank delivers to the Borrower Agent or the Borrower, as appropriate, a certificate pursuant to SECTION 2.14(ain accordance with Section 2.15(e) or a notice in connection accordance with amounts payable pursuant to SECTION 2.11 or SECTION 2.12Section 2.16, or such Lender the Borrower is required to make Loans as Base Rate Loans pay any additional amounts or other payments in accordance with SECTION 2.11(d) thenSection 2.21, subject to SECTION 11.1 of the Participation Agreementor if any Bank becomes a Defaulting Bank, the Borrower may, at its own expense expense, and in its sole discretion, discretion (ia) require such Lender Bank to transfer or assign, and assign in whole or in part, without recourse (in accordance with SECTION 9.8Section 10.04), all or part of its interests, rights (except for rights to be indemnified for actions taken while a party hereunder) and obligations under this Agreement to a replacement bank or institution if the Borrower (subject to SECTION 11.1 of the Participation Agreement), with the full cooperation of such Lender, can identify a Person who is ready, willing and able to be such replacement bank or institution with respect thereto and such replacement bank or institution (an assignee which may be another Lender) shall assume such assigned obligationsobligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (ii) during such time as no Default or Event of Default has occurred and is continuing, terminate the Commitment of such Lender and prepay all outstanding Loans of such Lender; PROVIDED, HOWEVER, that (x) the Borrower or such replacement bank or institution, as the case may be, assignee shall have paid to such Lender the assigning Bank in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder or (andb) so long as no Event of Default has occurred and is continuing, if prepay all outstanding Loans of such Lender is also a Holder, all Holder Fundings and Holder Yield accrued and unpaid thereon), Bank; provided that (y) any termination of Commitments shall be subject to the terms of SECTION 2.5(a) and (zx) such assignment or termination of the Commitment of such Lender and prepayment of Loans does not conflict with any law, rule or regulation or order of any court or Governmental Authority and (y) the Borrower shall have paid to such Bank in immediately available funds the principal of, accrued interest and accrued fees to the date of such payment on the Loans made by it hereunder and all other Governmental Authorityamounts owed to it hereunder. Notwithstanding the foregoing, if prior to any such transfer and assignment (a) such Bank shall waive its right to claim compensation under Section 2.15(e) in respect of such circumstances or event or shall withdraw its notice under Section 2.16 or shall waive its right to payments under Section 2.21 in respect of such circumstances or event, as the case may be, or (b) with respect to any transfer as a result of any Bank becoming a Defaulting Bank, such Bank ceases to be a Defaulting Bank, then, in each case, such Bank shall not thereafter be required to make any such transfer and assignment hereunder.

Mandatory Assignment. In the event that (a) any Lender delivers to the Borrower a certificate pursuant to SECTION 2.14(a) in connection with amounts payable pursuant to SECTION 2.11 or SECTION 2.12, or such Lender is required to make Loans as Base Rate Loans any notice in accordance with SECTION 2.11(dSection 3.6, 3.8, 3.9, or 3.11, (b) any Lender defaults in its obligations to fund a Revolving Loan pursuant to this Credit Agreement, or (c) any Lender (a "Non-Consenting Lender") refuses to consent to an amendment, modification or waiver of this Credit Agreement that, pursuant to Section 11.6, requires 100% of the Lenders or 100% of the Lenders with Credit Party Obligations directly affected, then, subject to SECTION 11.1 provided that no Default or Event of the Participation AgreementDefault has occurred and is continuing at such time, the Borrower may, at its own expense (such expense to include any transfer fee payable to the Administrative Agent under Section 11.3(b)), and in its sole discretion, (i) discretion require such Lender to transfer or assign, and assign in whole or in part, without recourse (in accordance with SECTION 9.8and subject to the terms and conditions of Section 11.3(b)), all or part of its interests, rights (except for rights to be indemnified for actions taken while a party hereunder) and obligations under this Credit Agreement to a replacement bank or institution if the Borrower (subject to SECTION 11.1 of the Participation Agreement), with the full cooperation of such Lender, can identify a Person who is ready, willing and able to be such replacement bank or institution with respect thereto and such replacement bank or institution (any assignee which may be another Lender) shall assume such assigned obligations, or provided that (i) such assignee shall be an Eligible Assignee, (ii) during such time as no Default assignment shall not conflict with any law, rule or Event regulation or order of Default has occurred and is continuingany court or other Governmental Authority, terminate the Commitment of such Lender and prepay all outstanding Loans of such Lender; PROVIDED, HOWEVER, that (xiii) the Borrower or such replacement bank or institution, as the case may be, assignee shall have paid to such the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder (andincluding, if without limitation, any amounts owing pursuant to Section 3.6, 3.8, 3.9, or 3.11) and (iv) in the event such Lender is also a HolderNon-Consenting Lender, all Holder Fundings and Holder Yield accrued and unpaid thereon)each assignee shall consent, (y) any termination of Commitments shall be subject to at the terms of SECTION 2.5(a) and (z) such assignment or termination of the Commitment time of such assignment, to each matter in respect of which such Lender was a Non-Consenting Lender and prepayment of Loans does not conflict with any lawthe Borrower also requires each other Lender that is a Non-Consenting Lender to assign its interests, rule or regulation or order of any court or other Governmental Authorityrights and obligations under this Credit Agreement.