Common use of Replacement Lenders Clause in Contracts

Replacement Lenders. If any Lender either (i) failed to fund ------------------- its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance requested by either Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of Credit, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation pursuant to Section 2.23(g), Section 3.1 or --------------- ----------- Section 3.2, (iii) is unable to fund at the Eurocurrency Rate or determines ----------- that such rate is unavailable or does not accurately reflect its cost of making or maintaining any Eurocurrency Loan pursuant to Section 3.3 for ----------- reasons not generally applicable to the other Lenders or (iv) invokes the provisions of Section 9.2, the Borrower may require and have such Lender ----------- transfer, pursuant to and in accordance with Section 12.3, all of its rights ------------ and obligations under the Credit Documents to one or more Purchasers selected by the Borrower, acceptable to the Agent and the LC Issuer, and willing to accept such assignment provided such Lender is paid upon such assignment all amounts of principal, interest and fees accrued hereunder to the date of such assignment. No such assignment shall affect (a) any liability or obligation of either Borrower or any other Lender to such replaced Lender, which accrued on or prior to the date of such assignment or (b) such replaced Lender's rights or obligations hereunder in respect of any such liability or obligation.

Replacement Lenders. If At any time after the payment by the Borrower to any Lender either (i) failed to fund ------------------- its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance requested by either Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of Credit, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation amount pursuant to Section 2.23(g)3.8 or 3.9 that the Borrower reasonably deems material, Section 3.1 the Borrower may, by writing addressed to the Agent and each Lender that requested the payment of such amount, nominate or --------------- ----------- Section 3.2, propose any bank or other financial institution that is willing to become the assignee of the Commitment and other obligations of such Lender (iiia "Replacement Lender") is unable to fund at the Eurocurrency Rate or determines ----------- that such rate is unavailable or does not accurately reflect its cost of making or maintaining any Eurocurrency Loan pursuant to Section 3.3 for ----------- reasons not generally applicable 11.3, and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the other Lenders or (iv) invokes the provisions of Section 9.2, the Borrower may require and have Agent an assignment agreement whereby such Lender ----------- transfer, pursuant to and shall assign its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 12.311.3 unless, all prior to the expiration of its rights ------------ such period, the Agent shall have notified the Borrower and obligations under such Lender that the Credit Documents to one or more Purchasers selected by the Borrower, proposed Replacement Lender is not reasonably acceptable to the Agent and the LC IssuerAgent; provided, and willing that in no event will (i) any Lender be required to accept such assignment provided such Lender is paid upon such assignment all amounts of principal, enter into an Assignment Agreement at a price less than par plus accrued interest and prorated fees accrued and other costs due hereunder to the effective date of thereof, (ii) the Agent or any Lender be obligated to assist the Borrower in identifying any bank or other financial institution that is willing to become such assignment. No a Replacement Lender or (iii) any such assignment shall affect (a) be required if the consummation thereof conflicts with any liability or obligation Requirement of either Borrower or any other Lender to such replaced Lender, which accrued on or prior to the date of such assignment or (b) such replaced Lender's rights or obligations hereunder in respect of any such liability or obligationLaw.

Replacement Lenders. If any Lender either requests compensation under Section 2.19, or if the Borrowers are required to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.20 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.21, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent (i) failed to fund ------------------- its Revolving Loan Percentage which shall be given within thirty days after such Lender requests such amount or Term Loan Percentagebecomes a Defaulting Lender or Non-Consenting Lender, as applicablethe case may be), require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.6), all of any Advance requested by either Borrowerits interests, rights (other than its existing rights to payments pursuant to Section 2.19 or Section 2.20) and obligations under this Agreement and the related Credit Documents to fund an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Revolving Loan Lender accepts such assignment); provided: (a) the Administrative Agent shall have received the assignment fee (if any) specified in order Section 10.6(b)(iv); (b) such Lender shall have received payment of an amount equal to repay Swing Line the outstanding principal of its Loans or Reimbursement Obligations or and participations with respect to in Letters of Credit, which such Lender is obligated accrued interest thereon, accrued fees, premium (if any) and all other amounts payable to fund it hereunder and under the terms other Credit Documents (including any amounts under Section 2.18(c) from the assignee (to the extent of this Agreement such outstanding principal and which failure has not been cured; accrued interest and fees) or the Borrowers (iiin the case of all other amounts)); (c) makes in the case of any such assignment resulting from a demand claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.23(g)2.20, Section 3.1 such assignment will result in a reduction in such compensation or --------------- ----------- Section 3.2, payments thereafter; (iiid) is unable to fund at the Eurocurrency Rate or determines ----------- that such rate is unavailable or assignment does not accurately reflect its cost conflict with applicable Law; and (e) in the case of making or maintaining any Eurocurrency Loan pursuant to Section 3.3 for ----------- reasons not generally assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the other Lenders applicable amendment, waiver or (iv) invokes the provisions of Section 9.2consent; provided further, the Borrower may require and have such a Lender ----------- transfer, pursuant shall not be required to and in accordance with Section 12.3, all of its rights ------------ and obligations under the Credit Documents to one or more Purchasers selected by the Borrower, acceptable to the Agent and the LC Issuer, and willing to accept such assignment provided such Lender is paid upon such assignment all amounts of principal, interest and fees accrued hereunder to the date of such assignment. No such assignment shall affect (a) make any liability or obligation of either Borrower or any other Lender to such replaced Lender, which accrued on or prior to the date of such assignment or (b) delegation if, prior thereto, as a result of a waiver by such replaced Lender's rights Lender or obligations hereunder in respect of any otherwise, the circumstances entitling the Borrowers to require such liability or obligationassignment and delegation cease to apply.

Replacement Lenders. If Each Credit Party may be obligated to make multiple payments to each Lender under this Section 3.10. Notwithstanding the foregoing, if any Credit Party shall be obligated to make any payment to any Lender either (i) failed to fund ------------------- its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance requested by either Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of Credit, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation pursuant to Section 2.23(g), Section 3.1 or --------------- ----------- Section 3.2, (iii) is unable to fund at the Eurocurrency Rate or determines ----------- that such rate is unavailable or does not accurately reflect its cost of making or maintaining any Eurocurrency Loan pursuant to Section 3.3 for ----------- reasons not generally applicable to the other Lenders or (iv) invokes the provisions of Section 9.23.10, the Borrower may require and have that such Lender ----------- transfer, pursuant to and in accordance with Section 12.3, transfer all of its rights ------------ right, title and obligations interest (which transfer shall be without recourse, representation or warranty (other than customary representations and warranties)) under the Credit Loan Documents to one or more Purchasers selected any Eligible Assignee identified by the Borrower, Borrower and reasonably acceptable to the Agent and (a "Replacement Lender") if such Replacement Lender agrees to assume all of the LC Issuer, and willing to accept such assignment provided obligations of such Lender is paid upon for consideration equal to the outstanding principal amount of such assignment all amounts of principalLender's Loans, together with interest and fees accrued hereunder thereon to the date of such assignment. No such assignment shall affect (a) any liability or obligation of either Borrower or any transfer and all other Lender amounts payable hereunder to such replaced Lender, which accrued Lender on or prior to the date of such assignment or transfer (b) including, to the extent not paid by the Credit Parties, any fees accrued hereunder and any amounts which would be payable under Sections 3.5, 3.6. 3.7. 3.10, 11.5 and 11.8 as if all of such replaced Lender's rights or obligations hereunder Loans were being prepaid in respect full on such date). Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements of the Borrower contained in Sections 3.5, 3.6, 3.7, 3.10, 11.5 and 11.8 (without duplication of any payments made to such liability Lender by the Credit Parties or obligationthe Replacement Lender) shall survive for the benefit of any Lender replaced under this Section 3.10 with respect to the time prior to such replacement.

Replacement Lenders. If any Lender either (i) failed to fund ------------------- its Revolving Loan Percentage or Term Loan Percentage (or Term Tranche Percentage), as applicable, of any Advance requested by either any Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of Credit, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation pursuant to Section 2.23(g), Section 3.1 or --------------- ----------- Section 3.2, (iii) is unable to fund at the Eurocurrency Rate or determines ----------- that such rate is unavailable or does not accurately reflect its cost of making or maintaining any Eurocurrency Loan pursuant to Section 3.3 for ----------- reasons not generally applicable to the other Lenders or (iv) invokes the provisions of Section 9.2, the Parent Borrower may require and have such Lender ----------- transfer, pursuant to and in accordance with Section 12.3, all of its rights ------------ and obligations under the Credit Documents to one or more Purchasers selected by the Parent Borrower, acceptable to the Agent and the LC Issuer, and willing to accept such assignment provided such Lender is paid upon such assignment all amounts of principal, interest and fees and all other amounts accrued hereunder to the date of such assignment. No such assignment shall affect (a) any liability or obligation of either any Borrower or any other Lender to such replaced Lender, which accrued on or prior to the date of such assignment or (b) such replaced Lender's ’s rights or obligations hereunder in respect of any such liability or obligation.

Replacement Lenders. If any Lender either (i) failed to fund its ------------------- its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance requested by either the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of Credit, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation pursuant to Section 2.23(g2.19(g), Section 3.1 or --------------- ----------- Section 3.2, (iii) --------------- ----------- ----------- is unable to fund at the Eurocurrency Rate or determines ----------- that such rate is unavailable or does not accurately reflect its cost of making or maintaining any Eurocurrency Loan pursuant to Section 3.3 for ----------- reasons not generally applicable to the other Lenders or (iv) invokes the provisions ----------- of Section 9.2, the Borrower may require and have such Lender ----------- transfer, ----------- pursuant to and in accordance with Section 12.3, all of its rights and ------------ and obligations under the Credit Documents to one or more Purchasers selected by the Borrower, acceptable to the Agent and the LC Issuer, and willing to accept such assignment provided such Lender is paid upon such assignment all amounts of principal, interest and fees accrued hereunder to the date of such assignment. No such assignment shall affect (a) any liability or obligation of either the Borrower or any other Lender to such replaced Lender, which accrued on or prior to the date of such assignment or (b) such replaced Lender's rights or obligations hereunder in respect of any such liability or obligation.

Replacement Lenders. If any Lender either (i) failed to fund ------------------- its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance requested by either the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of CreditObligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation pursuant to Section 2.23(g2.19(g), Section 3.1 or --------------- ----------- or Section 3.2, (iii) is unable to fund at the Eurocurrency Rate or ----------- determines ----------- that such rate is unavailable or does not accurately reflect its cost of making or maintaining any Eurocurrency Loan pursuant to Section 3.3 for ----------- reasons not generally applicable to the other Lenders or (iv) invokes the provisions of Section 9.2, the Borrower may require and have such Lender ----------- transfer, pursuant to and in accordance with Section 12.3, ------------ all of its rights ------------ and obligations under the Credit Documents to one or more Purchasers selected by the Borrower, acceptable to the Agent and the LC IssuerAgent, and willing to accept such assignment provided such Lender is paid upon such assignment all amounts of principal, interest and fees accrued hereunder to the date of such assignment. No such assignment shall affect (a) any liability or obligation of either the Borrower or any other Lender to such replaced Lender, which accrued on or prior to the date of such assignment or (b) such replaced Lender's rights or obligations hereunder in respect of any such liability or obligation.

Replacement Lenders. If any Lender either (i) failed to fund ------------------- its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance requested by either any Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of Credit, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation pursuant to Section 2.23(g), Section 3.1 or --------------- ----------- Section 3.2, (iii) is unable to fund at the Eurocurrency Rate or determines ----------- that such rate is unavailable or does not accurately reflect its cost of making or maintaining any Eurocurrency Loan pursuant to Section 3.3 for ----------- reasons not generally applicable to the other Lenders or (iv) invokes the provisions of Section 9.2, the Borrower may require and have such Lender ----------- transfer, pursuant to and in accordance with Section 12.3, all of its rights ------------ and obligations under the Credit Documents to one or more Purchasers selected by the Borrower, acceptable to the Agent and the LC Issuer, and willing to accept such assignment provided such Lender is paid upon such assignment all amounts of principal, interest and fees accrued hereunder to the date of such assignment. No such assignment shall affect (a) any liability or obligation of either any Borrower or any other Lender to such replaced Lender, which accrued on or prior to the date of such assignment or (b) such replaced Lender's ’s rights or obligations hereunder in respect of any such liability or obligation.

Replacement Lenders. If any Lender either (i) failed to fund ------------------- its Revolving Loan Percentage any Lender requests compensation under Section 3.01 or Term Loan Percentage3.04, as applicable, of (ii) any Advance requested by either Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of Credit, which such Lender is not obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation or maintain Eurodollar Rate Loans pursuant to Section 2.23(g), Section 3.1 or --------------- ----------- Section 3.23.02, (iii) the Company is unable required to fund at pay any additional amount to any Lender or any Governmental Authority for the Eurocurrency Rate or determines ----------- that such rate is unavailable or does not accurately reflect its cost account of making or maintaining any Eurocurrency Loan Lender pursuant to Section 3.3 for ----------- reasons not generally applicable to the other Lenders or 3.01, (iv) invokes any Lender has failed to fund any portion of its Loans hereunder required to be funded by it within one Business Day of the provisions date required to be funded by it or (v) any Lender has not consented to a proposed amendment, modification or waiver under this Agreement that requires the consent of Section 9.2all Lenders and which has been approved by Requisite Lenders, the then Borrower may require may, at its sole expense and have effort, upon notice to such Lender ----------- transferand the Administrative Agent, pursuant require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.310.06), all of its interests, rights ------------ and obligations under this Agreement and the Credit related Loan Documents to one or more Purchasers selected by the Borroweran assignee that shall assume such obligations (which assignee may be another Lender, acceptable to the Agent and the LC Issuer, and willing to accept such assignment provided such if a Lender is paid upon such assignment all amounts of principal, interest and fees accrued hereunder to the date of accepts such assignment. No such assignment shall affect ), provided that: (a) any liability or obligation of either Borrower or any other the new Lender to such replaced Lender, which accrued on or prior shall have paid to the date of such Administrative Agent the assignment or fee specified in Section 10.06(b); and (b) such replaced Lender's rights Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or obligations hereunder Borrower (in respect the case of all other amounts). A Lender shall not be required to make any such liability assignment or obligationdelegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.