Common use of Replacement of Non-Extending Lenders Clause in Contracts

Replacement of Non-Extending Lenders. In the event of any extension of the Existing Maturity Date pursuant to Section 3.06(b)(ii), the Borrower shall have the right on or before the Existing Maturity Date, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 12.04) all its interests, rights (other than its rights to payments pursuant to Section 5.01, Section 5.02, Section 5.03 or Section 12.03 arising prior to the effectiveness of such assignment) and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender by the Borrower, which may include any existing Lender (each a “Replacement Lender”); provided that (i) such Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (such approvals to not be unreasonably withheld) to the extent the consent of the Administrative Agent or the Issuing Banks would be required to effect an assignment under Section 12.04(b), (ii) such assignment shall become effective as of a date specified by the Borrower (which shall not be later than the Existing Maturity Date in effect for such Non-extending Lender prior to the effective date of the requested extension) and (iii) the Replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the outstanding principal amount Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such date.

Replacement of Non-Extending Lenders. In the event of any extension of the Existing Maturity Date pursuant to Section 3.06(b)(ii), the Borrower shall have the right on or before the Existing Maturity Date, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 12.04) all its interests, rights (other than its rights to payments pursuant to Section 5.01, Section 5.02, Section 5.03 or Section 12.03 arising prior to the effectiveness of such assignment) and obligations under this Agreement to one or more banks or other financial institutions identified to the such Non-extending Lender by the Borrower, which may include any existing Lender (each each, a “Replacement Lender”); provided that (i) such Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and Agent, each Issuing Bank and the Swingline Lender (such approvals to not be unreasonably withheld, conditioned or delayed) to the extent the consent of the Administrative Agent or Agent, the Issuing Banks or the Swingline Lender would be required to effect an assignment under Section 12.04(b), (ii) such assignment shall become effective as of a date specified by the Borrower (which shall not be later than the Existing Maturity Date in effect for such Non-extending Lender prior to the effective date of the requested extension) and (iii) the such Replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the outstanding principal amount Loans made by it such Non-extending Lender hereunder and all other amounts accrued and unpaid for its such Non-extending Lender’s account or otherwise owed to it such Non-extending Lender hereunder on such date.