Common use of Replacement of Lenders; Defaulting Lenders Clause in Contracts

Replacement of Lenders; Defaulting Lenders. (a) (x) If any Lender becomes a Defaulting Lender, (y) upon the occurrence of any event giving rise to the operation of Section 2.11(a)(B) or (C), Section 2.11(c) or Section 4.04 with respect to any Lender which results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders or (z) in the case of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement that requires the consent of each Lender or each directly and adversely affected Lender which has been approved by the Required Lenders as (and to the extent) provided in Section 12.12(a), the Borrower shall have the right, if no Event of Default then exists or would exist after giving effect to such replacement, by written notice, (I) to terminate all Commitments of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date or (II) in accordance with Section 12.04 to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of which shall be reasonably acceptable to the Administrative Agent and/or Revolving Agent (to the extent the consent of the Administrative Agent and/or Revolving Agent would be required under Section 12.04); provided that in the case of this clause (II):

Replacement of Lenders; Defaulting Lenders. (a) (x) If any Lender becomes a Defaulting Lender, (y) upon the occurrence of any event giving rise to the operation of Section 2.11(a)(B) or (C), Section 2.11(c) 3.12 or Section 4.04 3.15 with respect to any Lender which results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders or (z) in the case of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement that requires the consent of each Lender or each directly and adversely affected Lender which has been approved by the Required Lenders as (and to the extent) provided in Section 12.12(a), the Borrower shall have the right, if no Event of Default then exists or would exist after giving effect to such replacement, by written notice, (I) to terminate all Commitments the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date or (II) in accordance with Section 12.04 to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of which shall be reasonably acceptable to the Administrative Agent and/or Revolving Agent (to the extent the Administrative Agent’s consent of the Administrative Agent and/or Revolving Agent would be required under Section 12.04); provided that in the case of this clause (II):that:

Replacement of Lenders; Defaulting Lenders. (a) (x) If any Lender becomes a Defaulting Lender, (y) upon the occurrence of any event giving rise to the operation of Section 2.11(a)(B2.10(c) or (C), Section 2.11(c) requires a Loan Party to pay any Indemnified Taxes or additional amounts to any Lender or Governmental Authority pursuant to Section 4.04 with respect to any Lender which that results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders or (z) in the case of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement that requires the consent of each Lender or each directly and adversely affected Lender which that has been approved by the Required Lenders as (and to the extent) provided in Section 12.12(a12.11(a), the Borrower shall have the right, if no Event of Default then exists or would exist after giving effect to such replacement, by written notice, (I) to terminate all Commitments of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date or (II) in accordance with Section 12.04 to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of which shall be reasonably acceptable to the Administrative Agent and/or Revolving Agent (to the extent the consent of the Administrative Agent and/or Revolving Agent would be required under Section 12.04), which acceptance shall not be unreasonably withheld, delayed or conditioned; provided that in the case of this clause (II):

Replacement of Lenders; Defaulting Lenders. (a) (x) If and for so long as any Lender becomes is (1) a Defaulting Lender, (2) requesting compensation under Section 11.3, (3) unable to make Loans under Section 11.2 or (4) a Non-Consenting Lender or (y) if the Borrower is required to pay any Increased Costs or any additional amount to such Lender or any authority for the account of such Lender pursuant to Section 11.4 (and such Lender has declined or is unable to designate a different lending office in accordance with Section 11.4(e)), then the Borrower may, at its sole expense and effort, upon notice to such Lender, the occurrence of any event giving rise Agents and KBRA, direct such Lender to assign and delegate (and such Lender shall comply with such direction but shall have no obligation to search for, seek, designate or otherwise try to find, an assignee), without recourse (in accordance with and subject to the operation of restrictions contained in, and consents required by, Section 2.11(a)(B) or (C12.5), all of its interests, rights (other than existing rights to payments pursuant to Section 2.11(c11.4) or Section 4.04 with respect and obligations under this Agreement and the Notes to a financial institution that is (I) eligible to purchase the replaced Xxxxxx’s Loans under the terms hereof, (II) not prohibited by any Lender which results in applicable law from making such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders or purchase and (zIII) in the case of replacement of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement that requires the consent of each Non-Consenting Lender or each directly and adversely affected Lender Defaulting Lender, has agreed to approve the related amendment, modification, consent or waiver (such purchaser, an “Approved Purchaser”), which has been approved by the Required Lenders as shall assume such obligations (and to the extent) provided in Section 12.12(a), the Borrower shall have the rightwhich may be another Lender, if no Event of Default then exists or would exist after giving effect to such replacement, by written notice, (I) to terminate all Commitments of other Lender accepts such Lender and repay all Obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date or (II) in accordance with Section 12.04 to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of which shall be reasonably acceptable to the Administrative Agent and/or Revolving Agent (to the extent the consent of the Administrative Agent and/or Revolving Agent would be required under Section 12.04assignment); provided that in the case of this clause (II):that:

Replacement of Lenders; Defaulting Lenders. (a) (x) If any Lender becomes a Defaulting Lender, (y) upon the occurrence of any event giving rise to the operation of Section 2.11(a)(B2.10(a)(B) or (CSection 2.10(a)(C), Section 2.11(c2.10(c) or requires a Loan Party to pay any Indemnified Taxes or additional amounts to any Lender or Governmental Authority pursuant to Section 4.04 with respect to any Lender which that results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders or (z) in the case of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement that requires the consent of each Lender or each directly and adversely affected Lender which that has been approved by the Required Lenders as (and to the extent) provided in Section 12.12(a12.11(a), the Borrower shall have the right, if no Event of Default then exists or would exist after giving effect to such replacement, by written notice, (I) to terminate all Commitments of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date or (II) in accordance with Section 12.04 to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of which shall be reasonably acceptable to the Administrative Agent and/or Revolving Agent (to the extent the consent of the Administrative Agent and/or Revolving Agent would be required under Section 12.04), which acceptance shall not be unreasonably withheld, delayed or conditioned; provided that in the case of this clause (II):