Common use of Assignment of Commitments Under Certain Circumstances; Duty to Mitigate Clause in Contracts

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 have consented to the applicable amendment, waiver or consent. A Lender or Issuing Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to apply.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender (or any participant of such Lender) or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.14, 2.15 or (iii) a 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 participant of such Lender) or the Issuing Bank pursuant to Section 2.192.20 then, in each case, the Borrower shall have the right, for so long as such obligation remains, (ivi) any Lender becomes a Defaulting Lender with the assistance of the Administrative Agent, to seek one or a Potential Defaulting Lender more substitute Lenders or Issuing Banks reasonably satisfactory to the Administrative Agent and the Borrower to purchase the affected Loan or Commitment or Letter of Credit participation and/or replace the affected Issuing Bank as an Issuing Bank hereunder, as the case may be, in whole or in part, at, in the case of Loans and Commitments, an aggregate price no less than such Loan’s or Commitment’s principal amount plus accrued interest, and assume the affected obligations under this Agreement, or (vii) any Lender is a Non-Consenting Lender, so long as no Event of Default under Section 8.01(a) or (f) then the Applicable Borrower may, at its sole expense and effort (including with respect exists or will exist immediately after giving effect to the processing and recordation fee referred to in Section 9.04(b))respective prepayment, upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender to prepay the affected Loan, in whole or Issuing Bank in part, subject to transfer and assignSection 10.05, without recourse (in accordance with premium or penalty and subject to terminate the restrictions contained in Section 9.04), all Commitments of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender. In the case of the substitution of a Lender, if a Lender accepts such assignment); provided that (A) such assignment shall not conflict with any lawthe Borrower, 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 affected Lender, and any substitute Lender shall execute and deliver a duly completed Assignment and Acceptance pursuant to Section 10.04(b) to effect the assignment of rights to, and the Applicable Swing Line assumption of obligations by, the substitute Lender; provided that any fees required to be paid by Section 10.04(b) in connection with such assignment shall be paid by the Borrower or the substitute Lender. In the case of a prepayment of an affected Loan, if anythe amount specified in the notice shall be due and payable on the date specified therein, which consent together with any accrued interest to such date on the amount prepaid. In the case of each of the substitution of a Lender and of the prepayment of an affected Loan, the Borrower shall not unreasonably be withheld or delayed, (C) first pay the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of any additional amounts owing under Sections 2.14 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 2.20 (as well as any commitment fees and other amounts accrued for the account of then due and owing to such Lender or Issuing Bank hereunder (Lender, including any amounts under this Section 2.13 and Section 2.152.21) from the assignee (prior to the extent of such outstanding principal and accrued interest and Fees) substitution or the Applicable Borrower (in prepayment. In the case of all other amountsthe substitution of a Lender pursuant to this Section 2.21(a), if the Lender being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (Da) in the case of any date on which the assignee Lender executes and delivers such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.19, Assignment and Acceptance and/or such assignment is expected to result in a reduction in such compensation or payments thereafter other documentation and (Eb) in the case date as of any which all obligations of the Borrower owing to such assignment resulting from a Non-Consenting Lender, the applicable assignee shall have consented replaced Lender relating to the applicable amendmentLoans and L/C Participations so assigned shall be paid in full by the assignee Lender and/or the Borrower to such Lender being replaced, waiver or consent. A then the Lender or Issuing Bank being replaced shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not be required obligated) to make any execute and deliver such assignment or delegation if, prior thereto, as a result Assignment and Acceptance and/or such other documentation on behalf of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to apply.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender (or any participant of such Lender) or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, 2.15 or (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender (or any participant of such Lender) or Issuing Bank pursuant to Section 2.192.20 then, in each case, the Borrower shall have the right, for so long as such obligation remains, (ivi) any Lender becomes a Defaulting Lender with the assistance of the Administrative Agent, to seek one or a Potential Defaulting Lender more substitute Lenders or Issuing Banks reasonably satisfactory to the Administrative Agent and the Borrower to purchase the affected Loan or Commitment or Letter of Credit participation and/or replace the affected Issuing Bank as an Issuing Bank hereunder, as the case may be, in whole or in part, at, in the case of Loans and Commitments, an aggregate price no less than such Loan’s or Commitment’s principal amount plus accrued interest, and assume the affected obligations under this Agreement, or (vii) any Lender is a Non-Consenting Lender, so long as no Event of Default under Section 8.01(a) or (f) then the Applicable Borrower may, at its sole expense and effort (including with respect exists or will exist immediately after giving effect to the processing and recordation fee referred to in Section 9.04(b))respective prepayment, upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender to prepay the affected Loan, in whole or Issuing Bank in part, subject to transfer and assignSection 10.05, without recourse (in accordance with premium or penalty and subject to terminate the restrictions contained in Section 9.04), all Commitments of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender. In the case of the substitution of a Lender, if a Lender accepts such assignment); provided that (A) such assignment shall not conflict with any lawthe Borrower, 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 affected Lender, and any substitute Lender shall execute and deliver a duly completed Assignment and Acceptance pursuant to Section 10.04(b) to effect the assignment of rights to, and the Applicable Swing Line assumption of obligations by, the substitute Lender; provided that any fees required to be paid by Section 10.04(b) in connection with such assignment shall be paid by the Borrower or the substitute Lender. In the case of a prepayment of an affected Loan, if anythe amount specified in the notice shall be due and 117 payable on the date specified therein, which consent together with any accrued interest to such date on the amount prepaid. In the case of each of the substitution of a Lender and of the prepayment of an affected Loan, the Borrower shall not unreasonably be withheld or delayed, (C) first pay the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of any additional amounts owing under Sections 2.14 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 2.20 (as well as any commitment fees and other amounts accrued for the account of then due and owing to such Lender or Issuing Bank hereunder (Lender, including any amounts under this Section 2.13 and Section 2.152.21) from the assignee (prior to the extent of such outstanding principal and accrued interest and Fees) substitution or the Applicable Borrower (in prepayment. In the case of all other amountsthe substitution of a Lender pursuant to this Section 2.21(a), if the Lender being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (Da) in the case of any date on which the assignee Lender executes and delivers such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.19, Assignment and Acceptance and/or such assignment is expected to result in a reduction in such compensation or payments thereafter other documentation and (Eb) in the case date as of any which all obligations of the Borrower owing to such assignment resulting from a Non-Consenting Lender, the applicable assignee shall have consented replaced Lender relating to the applicable amendmentLoans and L/C Participations so assigned shall be paid in full by the assignee Lender and/or the Borrower to such Lender being replaced, waiver or consent. A then the Lender or Issuing Bank being replaced shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not be required obligated) to make any execute and deliver such assignment or delegation if, prior thereto, as a result Assignment and Acceptance and/or such other documentation on behalf of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to apply.

Assignment of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender (or any participant of such Lender) or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.132.14, (ii) any Lender or Issuing Bank delivers a notice described in Section 2.14, 2.15 or (iii) a the Borrower is required to pay any additional amount to any Lender or Issuing Bank or any Governmental Authority on account of any Lender (or any participant of such Lender) or Issuing Bank pursuant to Section 2.192.20 then, in each case, the Borrower shall have the right, for so long as such obligation remains, (ivi) any Lender becomes a Defaulting Lender with the assistance of the Administrative Agent, to seek one or a Potential Defaulting Lender more substitute Lenders or Issuing Banks reasonably satisfactory to the Administrative Agent and the Borrower to purchase the affected Loan or Commitment or Letter of Credit participation and/or replace the affected Issuing Bank as an Issuing Bank hereunder, as the case may be, in whole or in part, at, in the case of Loans and Commitments, an aggregate price no less than such Loan’s or Commitment’s principal amount plus accrued interest, and assume the affected obligations under this Agreement, or (vii) any Lender is a Non-Consenting Lender, so long as no Event of Default under Section 8.01(a) or (f) then the Applicable Borrower may, at its sole expense and effort (including with respect exists or will exist immediately after giving effect to the processing and recordation fee referred to in Section 9.04(b))respective prepayment, upon notice to such Lender or Issuing Bank and the Applicable Administrative Agent, require such Lender to prepay the affected Loan, in whole or Issuing Bank in part, subject to transfer and assignSection 10.05, without recourse (in accordance with premium or penalty and subject to terminate the restrictions contained in Section 9.04), all Commitments of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender. In the case of the substitution of a Lender, if a Lender accepts such assignment); provided that (A) such assignment shall not conflict with any lawthe Borrower, 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 affected Lender, and any substitute Lender shall execute and deliver a duly completed Assignment and Acceptance pursuant to Section 10.04(b) to effect the assignment of rights to, and the Applicable Swing Line assumption of obligations by, the substitute Lender; provided that any fees required to be paid by Section 10.04(b) in connection with such assignment shall be paid by the Borrower or the substitute Lender. In the case of a prepayment of an affected Loan, if anythe amount specified in the notice shall be due and payable on the date specified therein, which consent together with any accrued interest to such date on the amount prepaid. In the case of each of the substitution of a Lender and of the prepayment of an affected Loan, the Borrower shall not unreasonably be withheld or delayed, (C) first pay the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of any additional amounts owing under Sections 2.14 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 2.20 (as well as any commitment fees and other amounts accrued for the account of then due and owing to such Lender or Issuing Bank hereunder (Lender, including any amounts under this Section 2.13 and Section 2.152.21) from the assignee (prior to the extent of such outstanding principal and accrued interest and Fees) substitution or the Applicable Borrower (in prepayment. In the case of all other amountsthe substitution of a Lender pursuant to this Section 2.21(a), if the Lender being replaced does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement by the later of (Da) in the case of any date on which the assignee Lender executes and delivers such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.19, Assignment and Acceptance and/or such assignment is expected to result in a reduction in such compensation or payments thereafter other documentation and (Eb) in the case date as of any which all obligations of the Borrower owing to such assignment resulting from a Non-Consenting Lender, the applicable assignee shall have consented replaced Lender relating to the applicable amendmentLoans and L/C Participations so assigned shall be paid in full by the assignee Lender and/or the Borrower to such Lender being replaced, waiver or consent. A then the Lender or Issuing Bank being replaced shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such date and the Borrower shall be entitled (but not be required obligated) to make any execute and deliver such assignment or delegation if, prior thereto, as a result Assignment and Acceptance and/or such other documentation on behalf of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling such Borrower to require such assignment and delegation cease to apply.