Common use of Replacement of Lenders or Issuing Banks Clause in Contracts

Replacement of Lenders or Issuing Banks. If any Lender or any Issuing Bank requests compensation under Section 2.15, or if the Company is required to pay any additional amount to any Lender, any Issuing Bank or any Governmental Authority for the account of any Lender or any Issuing Bank pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, or if any Multicurrency Lender provides notice of its inability to make Multicurrency Loans denominated in any Approved Foreign Currency pursuant to Section 2.15(e), then the Company may, at its sole expense and effort, require such Lender or such Issuing Bank or any Lender that becomes a Defaulting Lender (each a "Departing Lender"), upon notice to such party and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender or another Issuing Bank, if a Lender or Issuing Bank accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent, each Issuing Bank and the Swingline Lender (which consent in each case shall not unreasonably be withheld), (ii) the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans, LC Disbursements and participations in LC Disbursements and Loans (as applicable and to the extent funded), accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Departing Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or such Issuing Bank or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Replacement of Lenders or Issuing Banks. If any Lender or any Issuing Bank requests compensation under Section 2.152.17, or if the Company is Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any Lender, any Issuing Bank or any Governmental Authority for the account of any Lender or any Issuing Bank pursuant to Section 2.172.18 and, in each case, such Lender or Issuing Bank has declined or is unable to designate a different lending or issuing office in accordance with Section 2.21(a), or if any Lender becomes is a Defaulting Lender or a Non-Consenting Lender, or if any Multicurrency Lender provides notice of its inability to make Multicurrency Loans denominated in any Approved Foreign Currency pursuant to Section 2.15(e), then the Company Parent Borrower may, at its sole expense and effort, require such Lender or such Issuing Bank or any Lender that becomes a Defaulting Lender (each a "Departing Lender"), upon notice to such party Lender or Issuing Bank and the Administrative Agent, require such Lender or Issuing Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by by, Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.16, Section 2.17, or Section 2.18) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender or another Issuing BankLender, if a Lender or Issuing Bank accepts such assignment); provided that that: (i) the Company Borrowers shall have received the prior written consent of paid to the Administrative Agent, each Issuing Bank and Agent the Swingline Lender assignment fee (which consent if any) specified in each case shall not unreasonably be withheld), Section 9.04; (ii) the Departing such Lender or Issuing Bank shall have received received, as applicable, payment of an amount equal to the outstanding principal of its Loans, LC Disbursements Loans and participations in LC L/C Disbursements and Loans (as applicable and to the extent funded)or Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 2.16) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrowers (in the case of all other amounts) and ); (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.17 or payments required to be made pursuant to Section 2.172.18, such assignment will result in a reduction in such compensation or paymentspayments thereafter; (iv) such assignment does not conflict with Applicable Law; and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Departing Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or such Issuing Bank or otherwise, the circumstances entitling the Company Parent Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (x) an assignment required pursuant to this Section 2.21(b) may be effected pursuant to an Assignment and Assumption executed by the Borrowers, the Administrative Agent, the assignee, each Issuing Bank and the Swingline Lender and (y) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided, further, that any such documents shall be without recourse to or warranty by the parties thereto. Notwithstanding anything in this Section to the contrary, (i) any Lender that acts as an Issuing Bank may not be replaced as an Issuing Bank hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Xxxxxx (including the furnishing of a back-stop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such Issuing Bank or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 8.06.

Replacement of Lenders or Issuing Banks. If any Lender or any Issuing Bank requests compensation under Section 2.15, or if the Company is required to pay any additional amount to any Lender, any Issuing Bank or any Governmental Authority for the account of any Lender or any Issuing Bank pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, or if any Multicurrency Lender provides notice of its inability to make Multicurrency Loans denominated in any Approved Foreign Currency pursuant to Section 2.15(e), then the Company may, at its sole expense and effort, require such Lender or such Issuing Bank or any Lender that becomes a Defaulting Lender (each a "“Departing Lender"”), upon notice to such party Departing Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender or another Issuing Bank, if a Lender or Issuing Bank accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent, each Issuing Bank and the Swingline Lender (which consent in each case shall not unreasonably be withheld), (ii) the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans, LC Disbursements and participations in LC Disbursements and Swingline Loans (as applicable and to the extent funded), accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Departing Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or such Issuing Bank or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

Replacement of Lenders or Issuing Banks. If any Lender or any Issuing Bank requests compensation under Section 2.152.17, or if the Company is Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any Lender, any Issuing Bank or any Governmental Authority for the account of any Lender or any Issuing Bank pursuant to Section 2.172.18 and, in each case, such Lender or Issuing Bank has declined or is unable to designate a different lending or issuing office in accordance with paragraph (a) of this Section, or if any Lender becomes is a Defaulting Lender or a Non-Consenting Lender, or if any Multicurrency Lender provides notice of its inability to make Multicurrency Loans denominated in any Approved Foreign Currency pursuant to Section 2.15(e), then the Company Borrowers may, at its sole expense and effort, require such Lender or such Issuing Bank or any Lender that becomes a Defaulting Lender (each a "Departing Lender"), upon notice to such party Lender or Issuing Bank and the Administrative Agent, require such Lender or Issuing Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by by, Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.17, Section 2.18 or Section 2.21) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender or another Issuing BankLender, if a Lender or Issuing Bank accepts such assignment); provided that (i) that: i. the Company Borrowers shall have received the prior written consent of paid to the Administrative Agent, each Agent the assignment fee (if any) specified in Section 9.04; ii. such Lender or Issuing Bank and the Swingline Lender (which consent in each case shall not unreasonably be withheld), (ii) the Departing Lender shall have received received, as applicable, payment of an amount equal to the outstanding principal of its Loans, LC Disbursements Loans and participations in LC L/C Disbursements and Loans (as applicable and to the extent funded)or Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company Borrowers (in the case of all other amounts) and (); iii) . in the case of any such assignment resulting from a claim for compensation under Section 2.15 2.17 or payments required to be made pursuant to Section 2.172.18, such assignment will result in a reduction in such compensation or paymentspayments thereafter; iv. such assignment does not conflict with Applicable Law; and v. in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Departing Lender shall not be required to make any such assignment and or delegation if, prior thereto, as a result of a waiver by such Lender or such Issuing Bank or otherwise, the circumstances entitling the Company Borrowers to require such assignment and delegation cease to apply. Notwithstanding anything in this Section to the contrary, (i) any Lender that acts as an Issuing Bank may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Xxxxxx (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such Issuing Bank or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 8.06.