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

Replacement of Lenders; Defaulting Lenders. 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. 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. 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):

Replacement of Lenders; Defaulting Lenders. 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 Revolver 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 date; provided that in the case of any termination of one or more Commitments of one or more Lenders, participations in then outstanding Protective Advances and Letters of Credit shall be reallocated based on the revised Pro Rata Share of the various Revolving Lenders; provided, further, that a termination pursuant to this clause (I) shall not be permitted if, after giving effect to any reallocation of participations pursuant to the immediately preceding proviso the Revolving Loan Exposure would exceed the aggregate remaining Commitments, 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 and, in the case of assignments of Commitments or Revolving Agent Loan Exposure, the Issuing Bank (to the extent the consent of the Administrative Agent and/or Revolving Agent or the Issuing Bank, as applicable, would be required under Section 12.04); provided that in the case of this clause (II):

Replacement of Lenders; Defaulting Lenders. 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) If and for so long as any Lender becomes is a Defaulting Lender (subject to clause (c) below), or requests compensation under Section 11.3, or is unable to make Loans under Section 11.2, or if the Borrower is required to pay any additional amount to such Lender or any authority for the account of such Lender pursuant to Section 11.4, then the Borrower may, at its sole expense and effort, upon notice to such Lender, the Agents and each Rating Agency then rating any Class of Loans, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.6), all of its interests, rights and obligations under this Agreement and the Notes to an assignee (it being understood that such Lender shall have no obligation to search for, seek, designate or otherwise try to find, such assignee) which shall assume such obligations (and which may be another Lender, if such other Lender accepts such assignment), provided that: (i) such assigning Lender shall have received payment of an amount equal to the aggregate outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under its Note (including any amounts under Section 2.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (ii) in the case of any such assignment or delegation resulting from a claim for compensation under Section 11.3 or payments required to be made pursuant to Section 11.4, such assignment or delegation will result in a reduction in such compensation or payments thereafter; and (iii) such assignment or delegation does not conflict with any applicable law. (b) If and for so long as any Lender is a Defaulting Lender, : (yi) upon if such Defaulting Lender holds any portion of the occurrence Commitments that remain in effect and fails to maintain (or any entity that has guaranteed the obligations of any event giving rise such Defaulting Lender fails to the operation of Section 2.11(a)(Bmaintain) 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 (zA) in the case of a refusal Lender that is not a CP Conduit, a Moody's short-term rating of "P-1" (which rating of "P-1" is not on credit watch for possible downgrade) and (B) in the case of any CP Conduit, a rating on the Commercial Paper Notes of such CP Conduit of "P-1" by Moody's, then, as soon as practicable and in any event within 30 Business Days after becoming a Defaulting Lender, (x) such Defaulting Lender shall deposit an amount equal to its undrawn Commitments at such time into the Defaulting Lender Account and (y) all payments in respect of the Loans which would otherwise be made to such Defaulting Lender shall be diverted to the Defaulting Lender Account of such Lender in accordance with Section 8.3(g), and any amounts in such Defaulting Lender Account shall be applied to any future funding obligations of such Lender; and (ii) unless such Lender is a Defaulting Lender solely because of the failure to be an Approved Lender at the time of determination, the Commitment and Loans of such Defaulting Lender shall not be included in determining whether the Majority Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 12.5), provided that a proposed change, waiver, discharge or termination Defaulting Lender's vote shall be included with respect to this Agreement any action hereunder relating to any change that requires would require the consent of each Lender or each directly and adversely affected Lender which has been approved by under Section 12.5 (to the Required Lenders as extent such Defaulting Lender is such an affected Lender). (c) If any Lender becomes a Defaulting Lender and it (i) fails to comply with the provisions set forth in Section 11.5(b)(i) and/or (ii) fails to transfer within 20 Business Days after becoming a Defaulting Lender all of its rights and obligations in respect of its Loans to a purchaser that is (x) an Approved Lender (and to the extent) provided in Section 12.12(ais not otherwise a Defaulting Lender), (y) eligible to purchase such Loans under the terms hereof and (z) not prohibited by any applicable law from making such purchase (such purchaser, an "Approved Purchaser"), then 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 use reasonable efforts to replace such Lender (with an Approved Purchaser by requiring the “Replaced Lender”) replaced Lender to transfer all of its rights and obligations in respect of its Loans and Commitments to such Approved Purchaser. All of the costs incurred by the Borrower in connection with one or more other Eligible Assignees, none of whom shall constitute a Defaulting Lender at the time of any such replacement (collectively, the “Replacement Lender”) and each of which shall be reasonably acceptable to for the Administrative Agent and/or Revolving Agent (to account of the extent the consent Lender that is being replaced. Each of the Administrative Agent and/or Revolving Agent would and the Lender being replaced will agree to cooperate with all reasonable requests of the Borrower for the purpose of effecting such transfer. (d) Notwithstanding anything in Section 11.5(a) to the contrary, a Lender shall not be required under to make any such assignment or delegation if (A) prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply and such Lender gives notice thereof to the Borrower or (B) such Lender defaults in its obligation to make Loans hereunder due to an administrative error or omission by such Lender which is corrected by funding by such Lender of the applicable Loan amount within five Business Days of being made aware of such error or omission. (e) Nothing in this Section 12.04); provided that in the case of this clause (II):11.5 shall be deemed to release a Defaulting Lender from any liability arising from its failure to fund any Loans it is required to make hereunder.