Common use of Replacement of Certain Lenders Clause in Contracts

Replacement of Certain Lenders. If a Lender (a) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (b) makes a claim for payments under Section 3.7 or 5.10, or (c) is (i) a Defaulting Lender, or (ii) a Lender that is not a Defaulting Lender but has delivered a notice to the Agent or Borrower Agent of the type described in clause (a) of the definition of Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s), pursuant to appropriate Assignment and Acceptance(s), within 20 days after the notice provided that at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute it. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment.

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders or Super Majority Lenders, as applicable, was required and Required Lenders consented, (bc) makes cannot make a claim LIBOR Revolver Loan in accordance with Section 3.5 or (d) requests reimbursement for payments under increased costs pursuant to Section 3.7 or 5.103.6, for increased costs pursuant to Section 3.7, or (c) is (i) a Defaulting Lender, or (ii) a Lender that is not a Defaulting Lender but has delivered a notice Taxes pursuant to the Agent or Borrower Agent of the type described in clause (a) of the definition of Defaulting Lender, Section 5.9 then, in addition to any other rights and remedies that any Person may have, Agent may, and at the request of Borrower Representative, shall, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s)) specified by Agent, pursuant to appropriate Assignment and Acceptance(s), ) and within 20 days after the notice provided that at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or terminationAgent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute itsame. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents Documents, including all principal, interest and fees through the date of assignmentassignment (but excluding any prepayment charge).

Replacement of Certain Lenders. If a Lender (a) fails within the last 120 days failed to give its consent to any amendment, waiver or action for which consent of all Lenders (or all Applicable Lenders) was required and Required Lenders (or Required Borrower Group Lenders holding the applicable Borrower Group Commitments) consented, (b) makes a claim for payments under Section 3.7 or 5.10, or (c) is (i) a Defaulting Lender, or (iic) a Lender that is not a Defaulting Lender but has delivered within the last 120 days gave a notice under Section 3.5 or requested payment or compensation under Section 3.7 or 5.9 (and has not designated a different Lending Office pursuant to the Section 3.8), then Agent or Borrower Agent of the type described in clause (a) of the definition of Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Agent may, by upon 10 days' notice to such Lender within 120 days after such eventLender, require such Lender it to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s), pursuant to appropriate Assignment and Acceptance(sAssignment(s), within 20 days after such notice; provided, that in the notice provided that at the time case of any assignment pursuant to clause (c) above, such replacement, each assignment will result in a reduction in such replacement Lender consents to the proposed change, waiver, discharge compensation or terminationpayments thereafter. Agent is irrevocably appointed as attorney-in-fact to execute any 154 such Assignment and Acceptance if the Lender fails to execute it. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment.

Replacement of Certain Lenders. If a In the event that any Lender (a) fails to fund its Pro Rata share of any Loan or LC Obligation hereunder, and such failure is not cured within two Business Days, (b) defaults in performing any of its obligations under the Loan Documents, (c) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (bd) makes cannot make a claim LIBOR Revolver Loan in accordance with Section 3.5 or (e) requests reimbursement for payments under increased costs pursuant to Section 3.7 or 5.103.6, for increased costs pursuant to Section 3.7, or (c) is (i) a Defaulting Lender, or (ii) a Lender that is not a Defaulting Lender but has delivered a notice taxes pursuant to the Agent or Borrower Agent of the type described in clause (a) of the definition of Defaulting Lender, Section 5.9 then, in addition to any other rights and remedies that any Person may have, Agent may, and at the request of Borrower Representative, shall, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s)) specified by Agent, pursuant to appropriate Assignment and Acceptance(s), ) and within 20 days after the notice provided that at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or terminationAgent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute itsame. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents Documents, including all principal, interest and fees through the date of assignmentassignment (but excluding any prepayment charge).

Replacement of Certain Lenders. If (a) a Lender (ai) is a Defaulting Lender, (ii) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, or (iii) delivers a certificate requesting compensation pursuant to Section 3.6 or 3.7 or a notice described in Section 3.5, or (b) makes a claim for payments under any Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 3.7 or 5.10, or (c) is (i) a Defaulting Lender, or (ii) a Lender that is not a Defaulting Lender but has delivered a notice to the Agent or Borrower Agent of the type described in clause (a) of the definition of Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Administrative Agent may, by notice to such Lender within 120 one hundred and twenty (120) days after of such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s)) specified by Administrative Agent, pursuant to appropriate Assignment and Acceptance(s), ) and within 20 twenty (20) days after the notice provided that at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or terminationAdministrative Agent’s notice. Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute itsame. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents Documents, including all principal, interest and fees through the date of assignmentassignment (but excluding any prepayment charge or any assignment fee).

Replacement of Certain Lenders. If a Lender (a) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (b) makes a claim for payments under Section 3.7 or 5.10, or (c) is (i) a Defaulting Lender, or (ii) a Lender that is not a Defaulting Lender but has delivered a notice to the Agent or Borrower Agent of the type described in clause (a) of the definition of Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Agent or Borrowers (at their sole expense and effort, upon notice to such Lender and Agent and so long as no Event of Default has occurred and is continuing) may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s), pursuant to appropriate Assignment and Acceptance(s), within 20 days after the notice provided that at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute it. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment.

Replacement of Certain Lenders. If a Lender (a) fails to fund its Pro Rata share of any Loan or LC Obligation hereunder, and such failure is not cured within two Business Days, (b) defaults in performing any of its obligations under the Loan Documents, (c) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (bd) makes cannot make a claim LIBOR Revolver Loan in accordance with SECTION 3.5 or (e) requests reimbursement for payments under Section 3.7 or 5.10increased costs pursuant to SECTION 3.7, or (c) is (i) a Defaulting Lender, or (ii) a Lender that is not a Defaulting Lender but has delivered a notice taxes pursuant to the Agent or Borrower Agent of the type described in clause (a) of the definition of Defaulting Lender, SECTION 5.9 then, in addition to any other rights and remedies that any Person may have, Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s)) specified by Agent, pursuant to appropriate Assignment and Acceptance(s), ) and within 20 days after the notice provided that at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or terminationAgent's notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute itsame. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents Documents, including all principal, interest and fees through the date of assignmentassignment (but excluding any prepayment charge).

Replacement of Certain Lenders. If (a) a Lender (ai) fails to give its consent to any amendment, waiver or action for which consent of either all Lenders or all affected Lenders was required and and, in each case, Required Lenders consentedconsented (any such Lender, a “Non-Consenting Lender”), (b) makes a claim for payments under Section 3.7 or 5.10, or (cii) is (i) a Defaulting Lender, or (iiiii) gives a notice under Section 3.5 or requests compensation under Section 3.7 or 3.8, or (b) if any Borrower is required to pay additional amounts or indemnity payments with respect to a Lender that is not a Defaulting Lender but has delivered a notice to the Agent or Borrower Agent of the type described in clause (a) of the definition of Defaulting Lenderunder Section 5.8, then, in addition to any other rights and remedies that any Person may have, the Agent or a Loan Party Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to one or more Eligible Assignee(s)Assignees, pursuant to appropriate Assignment and Acceptance(s)Acceptances, within 20 twenty (20) days after the notice provided that at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or terminationnotice. The Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute it. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents at par, including all principal, interest and fees through the date of assignmentassignment (but excluding any prepayment charge).

Replacement of Certain Lenders. If (a) a Lender (ai) fails to give its consent to any amendment, waiver or action for which consent of either all Lenders or all affected Lenders was required and and, in each case, Required Lenders consentedconsented (any such Lender, a “Non-Consenting Lender”), (b) makes a claim for payments under Section 3.7 or 5.10, or (cii) is (i) a Defaulting Lender, or (iiiii) gives a notice under Section 3.5 or requests compensation under Section 3.7 or (b) if any Borrower is required to pay additional amounts or indemnity payments with respect to a Lender that is not a Defaulting Lender but has delivered a notice to the Agent or Borrower Agent of the type described in clause (a) of the definition of Defaulting Lenderunder Section 5.8, then, in addition to any other rights and remedies that any Person may have, the Agent or a Loan Party Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to one or more Eligible Assignee(s)Assignees, pursuant to appropriate Assignment and Acceptance(s)Acceptances, within 20 twenty (20) days after the notice provided that at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or terminationnotice. The Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute it. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents at par, including all principal, interest and fees through the date of assignmentassignment (but excluding any prepayment charge).

Replacement of Certain Lenders. If a Lender (other than the Agent) (a) is a Defaulting Lender, (b) gives notice under Section 3.5 or requests payment or compensation under Section 3.7 or 5.9 (and has not designated a different Lending Office pursuant to and that satisfies the requirements of Section 3.8), or (c) within the last 120 days, fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (b) makes a claim for payments under Section 3.7 or 5.10, or (c) is (i) a Defaulting Lender, or (ii) a Lender that is not a Defaulting Lender but has delivered a notice to the Agent or Borrower Agent of the type described in clause (a) of the definition of Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Borrower or Agent may, by and upon request of the Required Lenders, Agent shall upon written notice to such Lender within 120 days after such eventLender, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s)) or one or more other assignees reasonably acceptable to Agent, pursuant to appropriate Assignment and Acceptance(s), ) within 20 days after the notice provided that at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge Borrower or terminationAgent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute itsame. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents Documents, including all principal, interest and fees through the date of assignmentassignment (but excluding any prepayment charge).

Replacement of Certain Lenders. If a Lender (a) fails within the last 120 days failed to give its consent to any amendment, waiver or action for which consent of all Lenders (or all Applicable Lenders) was required and Required Lenders (or Required Borrower Group Lenders holding the applicable Borrower Group Commitments) consented, (b) makes a claim for payments under Section 3.7 or 5.10, or (c) is (i) a Defaulting Lender, or (iic) a Lender that is not a Defaulting Lender but has delivered within the last 120 days gave a notice under Section 3.5 or requested payment or compensation under Section 3.7 or 5.9 (and has not designated a different Lending Office pursuant to the Section 3.8), then Agent or Borrower Agent of the type described in clause (a) of the definition of Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Agent may, by upon 10 days’ notice to such Lender within 120 days after such eventLender, require such Lender it to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s), pursuant to appropriate Assignment and Acceptance(sAssignment(s), within 20 days after such notice; provided, that in the notice provided that at the time case of any assignment pursuant to clause (c) above, such replacement, each assignment will result in a reduction in such replacement Lender consents to the proposed change, waiver, discharge compensation or terminationpayments thereafter. Agent is irrevocably appointed as 134 US-DOCS\123034949.14 attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute it. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment.

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, (b) proposes to charge fees, expenses or increased costs under Section 3.7 or (c) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (b) makes a claim for payments under Section 3.7 or 5.10, or (c) is (i) a Defaulting Lender, or (ii) a Lender that is not a Defaulting Lender but has delivered a notice to the Agent or Borrower Agent of the type described in clause (a) of the definition of Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s)) specified by Agent, pursuant to appropriate Assignment and Acceptance(s), ) and within 20 days after the notice provided that at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or terminationAgent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute itsame. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents Documents, including all principal, interest and fees through the date of assignmentassignment (but excluding any prepayment charge) and any amounts due to such Lender under Section 3.7.

Replacement of Certain Lenders. If a Lender (a) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (b) makes a claim for payments under Section 3.7 or 5.10, or (c) is (i) a Defaulting Lender, or (ii) a Lender that is not a Defaulting Lender but has delivered a notice to the Agent or Borrower Agent of the type described in clause (a) of the definition of Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Agent or Borrowers (at their sole expense and effort, upon notice to such Lender and the Agent and so long as no Event of Default has occurred and is continuing) may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s), pursuant to appropriate Assignment and Acceptance(s), within 20 days after the notice provided that at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute it. Such Lender shall be entitled to receive, in cash, 131 concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment.

Replacement of Certain Lenders. If a Lender (a) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (b) makes a claim for payments under Section 3.7 or 5.10, or (c) is (i) a Defaulting Lender, or (ii) a Lender that is not a Defaulting Lender but has delivered a notice to the Agent or Borrower Agent of the type described in clause (a) of the definition of “Defaulting Lender”, then, in addition to any other rights and remedies that any Person may have, Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s), pursuant to appropriate Assignment and Acceptance(s), within 20 days after the notice provided that at the time of such replacement, each such replacement Lender consents to the proposed change, waiver, discharge or termination. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute it. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment.