Common use of Prohibited Event Clause in Contracts

Prohibited Event. In the event a Lender notifies the Administrative Agent that, subsequent to the Closing Date, such Lender or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Investor in connection with its investment in any Borrower or this transaction; or (ii) has acquired any discretionary authority or control with respect to any ERISA Investor’s investment in any Borrower, or renders any investment advice (within the meaning of 29 C.F.R. §2510.3‑21(c)) with respect to such investment, the parties shall cooperate with each other to avoid (and if relevant, correct) any potential prohibited transaction resulting therefrom in accordance with Section 4975(f)(5) of the Internal Revenue Code, at the cost of such Lender. Notwithstanding anything to the contrary herein or in any other Loan Document, any such correction shall prevent the Lender from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA Investor. If the Administrative Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to address the potential prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code, then the parties shall also cooperate to replace such affected Lender.

Prohibited Event. In the event a Lender notifies the Administrative Agent that, subsequent to the Closing Date, such Lender or any of its Affiliates: (i) has become a fiduciary with respect to any ERISA Investor in connection with its investment in any Borrower or this transaction; or (ii) has acquired any discretionary authority or control with respect to any ERISA Investor’s investment in any Borrower, or renders any investment advice (within the meaning of 29 C.F.R. §2510.3‑21(c2510.3-21(c)) with respect to such investment, the parties shall cooperate with each other to avoid (and if relevant, correct) any potential prohibited transaction resulting therefrom in accordance with Section 4975(f)(5) of the Internal Revenue Code, at the cost of such Lender. Notwithstanding anything to the contrary herein or in any other Loan Document, any such correction shall prevent the Lender from receiving any direct or indirect fees, loan repayments, or any other benefits from such ERISA Investor. If the Administrative Agent determines at any time in its reasonable discretion that any of the corrections described herein are insufficient to address the potential prohibited transaction in accordance with Section 4975(f)(5) of the Internal Revenue Code, then the parties shall also cooperate to replace such affected Lender.