Common use of Replacement of Certain Lenders Clause in Contracts

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 was required within 10 days of the Agent’s request therefore and Required Lenders or Majority Lenders, as applicable, consented, 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 Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

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 was required within 10 days of the Agent’s request therefore and Required Lenders consented, or Majority Lenders, as applicable, consented(b) is a Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Agent mayBorrower may (at Borrower’s sole cost and expense, including the payment of any applicable processing fee), 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 an Eligible Assignee(s) specified by Agent), pursuant to appropriate Assignment and Acceptance(s) and ), within 20 days after Agent’s the notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest interest, fees and fees other amounts owing to such Lender hereunder through the date of assignment (but excluding any prepayment charge)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 a Defaulting Lendernot cured within two Business Days, (b) defaults in performing any of its obligations under the Loan Documents, or (bc) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders or Majority Lenders, as applicable, consented, 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 Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

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 was required within 10 days of the Agent’s request therefore and Required Lenders consented, (b) makes a claim for payments under Section 3.7 or Majority Lenders5.10, as applicable, consentedor (c) is a 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) specified by Agent), pursuant to appropriate Assignment and Acceptance(s) and ), within 20 days after Agent’s noticethe 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 sameit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees Documents through the date of assignment (but excluding any prepayment charge)assignment.

Replacement of Certain Lenders. If a In the event that any Lender (a) is a Defaulting Lender, Lender or (b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of and the Agent’s request therefore and Required Lenders or Majority Lenders, as applicable, consented, then, in addition to any other rights and remedies that any Person may have, the Administrative 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 the Administrative Agent, pursuant to appropriate Assignment and Acceptance(sAssumption Agreement(s) and within 20 days after the Administrative Agent’s notice. The Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance Assumption Agreement if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails fails, within 10 days after request by Borrowers, to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders or Majority Lenders, as applicable, consented, 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 Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

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 was required within 10 days of the Agent’s request therefore and Required Lenders consented, (b) claims compensation under Section 3.7 or Majority Lenders5.9, as applicable, consentedor (c) is a Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Agent or Borrower 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 Agent’s the notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cashcash from such Eligible Assignee, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

Replacement of Certain Lenders. If a Lender (a) is a Defaulting Lender, or (b) fails within the last 120 days failed to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Requisite Lenders or Majority Lenders, as applicable, consented, then(b) is a Defaulting Lender, in addition or (c) within the last 120 days gave a notice under Section 3.5 or requested payment or compensation under Section 3.7 or Section 5.9 (and has not designated a different Lending Office pursuant to any other rights and remedies that any Person may haveSection 3.8), then Agent or Borrower 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) specified by Agent), pursuant to appropriate Assignment and Acceptance(s) and Assignment(s), within 20 days after Agent’s the notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees Documents through the date of assignment. Borrower shall pay the processing fee required by Section 13.3.3 with respect to any assignment by a Lender pursuant to clause (but excluding any prepayment charge)b) preceding.

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 was required within 10 days of the Agent’s request therefore and Required Lenders or Majority Lenders, as applicable, consented, then, in addition to any other rights and remedies that any Person may have, the Agent may, by notice to such Lender within 120 one hundred eighty (180) 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 the Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 twenty (20) days after Agent’s notice. The Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the such Lender fails to execute same. Such Lender shall be entitled to receivereceive from such Eligible Assignee, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).. 138

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 was required within 10 days of the Agent’s request therefore and Required Lenders consented, (b) requests compensation under Section 3.7, (c) requires Borrower to pay additional amounts under Section 5.7 or Majority Lenders, as applicable, consented(d) is a Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, Agent or Borrower 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 Agent’s the notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute sameit. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

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 was required within 10 days of the Agent’s request therefore and Required Lenders or Majority Lenders, as applicable, consented, then, in addition to any other rights and remedies that any Person may have, Borrowers or 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 Borrowers or Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge). This Section 12.10 shall be for the benefit of Borrowers as well as Agent.

Replacement of Certain Lenders. If a In the event that any Lender (a) is becomes a Defaulting Lender, or (b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders or Majority Lenders, as applicable, consented, then, in addition to any other rights and remedies that any Person may have, Agent maymay in its discretion, by notice to such Lender by the Agent 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 Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

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 (bc) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required within 10 days of the Agent’s request therefore and Required Lenders or Majority Lenders, as applicable, consented, 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 Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge)) and any amounts due to such Lender under Section 3.7.