Common use of Replacement of Revolving Credit Lenders Clause in Contracts

Replacement of Revolving Credit Lenders. (a) If any Revolving Credit Lender (i) is a Deteriorating Revolving Credit Lender or a Delinquent Revolving Credit Lender or (ii) requests compensation under Section 2.19(c) or Section 19.8, then the Borrowers’ Representative may, at its sole expense and effort, upon notice to such Revolving Credit Lender and the Administrative Agent, require such Revolving Credit Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 16.2), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Revolving Credit Lender, if a Revolving Credit Lender accepts such assignment), provided that: (i) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 16.2(b); (ii) such Revolving Credit Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Credit Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); and (iii) such assignment does not conflict with Applicable Law. A Revolving Credit Lender shall not be required to make any such assignment or delegation if, prior thereto, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. Each Revolving Credit Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Revolving Credit Lender, as assignor, any Assignment and Acceptance or other agreement necessary to effectuate any assignment of such Revolving Credit Lender’s interests hereunder in the circumstances contemplated by this Section 19.21 in the event any such Revolving Credit Lender fails to execute the agreements required under Article 16 in connection with an assignment pursuant to this Section 19.21, and any such agreements so executed by the assignee and Administrative Agent shall be effective for purposes of this Section 19.21 and for Article 16. (b) In the event that such Revolving Credit Lender fails to deliver to the Administrative Agent the Revolving Credit Note held by such Revolving Credit Lender (or a lost note affidavit containing customary indemnification provisions), then: (i) Unless otherwise approved by the Borrowers’ Representative and the Administrative Agent, the amounts otherwise to be paid to such Revolving Credit Lender as described above shall be paid to the Administrative Agent and held by the Administrative Agent, without interest, to be turned over to such Revolving Credit Lender upon delivery of the Revolving Credit Note (or a lost note affidavit containing customary indemnification provisions) held by such Revolving Credit Lender. (ii) The Revolving Credit Note held by such Revolving Credit Lender shall have no force or effect whatsoever. (iii) Such Revolving Credit Lender shall cease to be a “Revolving Credit Lender”. (iv) The assignee shall have succeeded to all rights and become subject to all of the obligations of such Revolving Credit Lender as “Revolving Credit Lender”.

Replacement of Revolving Credit Lenders. (a) If any Revolving Credit Lender (i) requests compensation under Section 3.04, or if the Borrower is a Deteriorating required to pay any additional amount to any Revolving Credit Lender or a Delinquent any Governmental Authority for the account of any Revolving Credit Lender pursuant to Section 3.01 or (ii) requests compensation under Section 2.19(c) or Section 19.8if any Revolving Credit Lender is a Defaulting Lender, then the Borrowers’ Representative Borrower may, at its sole expense and effort, upon notice to such Revolving Credit Lender and the Administrative Agent, require such Revolving Credit Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 16.211.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Revolving Credit Lender, if a Revolving Credit Lender accepts such assignment), provided that: (ia) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 16.2(b11.06(b); (iib) such Revolving Credit Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Revolving Credit LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and (iiid) such assignment does not conflict with Applicable Law. A Revolving Credit Lender shall not be required to make any such assignment or delegation if, prior thereto, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. Each Revolving Credit Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Revolving Credit Lender, as assignor, any Assignment and Acceptance or other agreement necessary to effectuate any assignment of such Revolving Credit Lender’s interests hereunder in the circumstances contemplated by this Section 19.21 in the event any such Revolving Credit Lender fails to execute the agreements required under Article 16 in connection with an assignment pursuant to this Section 19.21, and any such agreements so executed by the assignee and Administrative Agent shall be effective for purposes of this Section 19.21 and for Article 16applicable Laws. (b) In the event that such Revolving Credit Lender fails to deliver to the Administrative Agent the Revolving Credit Note held by such Revolving Credit Lender (or a lost note affidavit containing customary indemnification provisions), then: (i) Unless otherwise approved by the Borrowers’ Representative and the Administrative Agent, the amounts otherwise to be paid to such Revolving Credit Lender as described above shall be paid to the Administrative Agent and held by the Administrative Agent, without interest, to be turned over to such Revolving Credit Lender upon delivery of the Revolving Credit Note (or a lost note affidavit containing customary indemnification provisions) held by such Revolving Credit Lender. (ii) The Revolving Credit Note held by such Revolving Credit Lender shall have no force or effect whatsoever. (iii) Such Revolving Credit Lender shall cease to be a “Revolving Credit Lender”. (iv) The assignee shall have succeeded to all rights and become subject to all of the obligations of such Revolving Credit Lender as “Revolving Credit Lender”.

Replacement of Revolving Credit Lenders. (a) If any Borrower shall have the right, if no Default or Event of Default then exists, to replace a Revolving Credit Lender (ithe “Replaced Lender”) is a Deteriorating Revolving Credit Lender with one or a Delinquent Revolving Credit Lender or more other Eligible Persons reasonably acceptable to the Administrative Agent (iicollectively, the “Replacement Lender”) requests compensation under Section 2.19(cif (a) or Section 19.8, then the Borrowers’ Representative may, at its sole expense and effort, upon notice to such Revolving Credit Lender and is charging Borrower increased costs pursuant to Section 5.1 or Section 5.6 in excess of those being charged generally by the Administrative Agent, require other Revolving Credit Lenders or such Revolving Credit Lender to assign and delegatebecomes incapable of making LIBOR Loans as provided in Section 5.3, without recourse and/or (b) as provided in accordance with and subject to the restrictions contained in, and consents required by, Section 16.212.4(b), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Revolving Credit Lender, if a Revolving Credit Lender accepts such assignment)refuses to consent to certain proposed amendments, provided that: waivers or modifications with respect to this Agreement or the other Credit Documents, and/or (i) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 16.2(b); (iic) such Revolving Credit Lender shall have received payment failed to fund its portion of a Loan it is obligated to fund under Section 2.1, and/or (d) as provided in Section 2.4(b), such Revolving Credit Lender refuses to consent to Borrower’s request to extend the Initial Revolving Credit Commitment Termination Date; provided, however, that (i) at the time of any replacement pursuant to this Section 2.12, the Replacement Lender shall enter into one or more assignment agreements (and with all fees payable pursuant to Section 12.6 to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Revolving Credit Commitments and outstanding Loans of, and in each case Letter of Credit Interests by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender, an amount equal to the sum of (A) the principal of, and all accrued interest on, all outstanding principal Loans of its the Replaced Lender, (B) all Reimbursement Obligations owing to such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Section 2.6, and (y) the Issuing Lender an amount equal to such Replaced Lender’s Revolving Credit Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee Commitment Percentage of any Reimbursement Obligations (which at such time remains a Reimbursement Obligation) to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all Obligations of Borrower then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such outstanding principal Replaced Lender concurrently with such replacement. Upon the execution of the respective assignment agreement, the payment of amounts referred to in clauses (i) and accrued interest and fees(ii) or above and, if so requested by the Borrowers (in Replacement Lender, delivery to the case Replacement Lender of all other amounts); and (iii) such assignment does not conflict with Applicable Law. A Notes executed by Borrower, the Replacement Lender shall become a Revolving Credit Lender hereunder and the Replaced Lender shall not be required to make any such assignment or delegation if, prior thereto, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. Each constitute a Revolving Credit Lender hereby grants to the Administrative Agent an irrevocable power hereunder and be released of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such all its obligations as a Revolving Credit Lender, as assignor, any Assignment and Acceptance or other agreement necessary except with respect to effectuate any assignment of such Revolving Credit Lender’s interests hereunder in the circumstances contemplated by this Section 19.21 in the event any such Revolving Credit Lender fails to execute the agreements required under Article 16 in connection with an assignment pursuant to this Section 19.21, and any such agreements so executed by the assignee and Administrative Agent shall be effective for purposes of this Section 19.21 and for Article 16. (b) In the event that such Revolving Credit Lender fails to deliver indemnification provisions applicable to the Administrative Agent the Revolving Credit Note held by such Revolving Credit Replaced Lender (or a lost note affidavit containing customary indemnification provisions)under this Agreement, then: (i) Unless otherwise approved by the Borrowers’ Representative and the Administrative Agent, the amounts otherwise to be paid which shall survive as to such Revolving Credit Lender as described above shall be paid to the Administrative Agent and held by the Administrative Agent, without interest, to be turned over to such Revolving Credit Lender upon delivery of the Revolving Credit Note (or a lost note affidavit containing customary indemnification provisions) held by such Revolving Credit Replaced Lender. (ii) The Revolving Credit Note held by such Revolving Credit Lender shall have no force or effect whatsoever. (iii) Such Revolving Credit Lender shall cease to be a “Revolving Credit Lender”. (iv) The assignee shall have succeeded to all rights and become subject to all of the obligations of such Revolving Credit Lender as “Revolving Credit Lender”.

Replacement of Revolving Credit Lenders. Each Revolving Credit Lender hereby severally agrees as set forth in this Section: (a) If any Revolving Credit Lender (ia Subject Lender) is a Deteriorating makes demand upon any Revolving Credit Lender Borrower for (or a Delinquent if any Revolving Credit Borrower is otherwise required to pay) amounts pursuant to Section 5.3, 5.5 or 5.6, or gives notice pursuant to Section 5.1 requiring a conversion of such Subject Lender's LIBO Rate Loans to Base Rate Loans, or if such Subject Lender or (ii) requests compensation under Section 2.19(c) or Section 19.8defaults in its obligation to fund Borrowings hereunder, then the Borrowers’ Representative may, at its sole expense and effort, upon notice to such Revolving Credit Lender and the Administrative AgentBorrower may, require within 90 days of receipt by such Revolving Credit Borrower of such demand or notice, or the occurrence of such other event causing such Revolving Credit Borrower to be required to pay such compensation), or the occurrence of such default, as the case may be, give notice (a Replacement Notice) in writing to the Syndication Agent and such Subject Lender of its intention to assign replace such Subject Lender with a financial institution designated in such Replacement Notice. If the Syndication Agent shall, in the exercise of its reasonable discretion and delegatewithin 30 days of its receipt of such Replacement Notice, without recourse (notify the Revolving Credit Borrowers and such Subject Lender in writing that the designated financial institution is reasonably satisfactory to the Syndication Agent, then such Subject Lender shall, subject to the payment of any amounts due pursuant to Section 5.4, assign, in accordance with and subject to the restrictions contained in, and consents required by, Section 16.2)11.11.1, all of its interestsRevolving Credit Commitments, Revolving Credit Loans, Revolving Credit Notes and other rights and obligations under this Agreement and the related all other Revolving Credit Loan Documents to an assignee such designated financial institution; provided, however, that shall assume such obligations (which assignee may be another Revolving Credit Lender, if a Revolving Credit Lender accepts such assignment), provided that: (i) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 16.2(b); (ii) such Revolving Credit Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Credit Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); and (iii) such assignment does not conflict with Applicable Law. A Revolving Credit Lender shall not be required to make any such assignment or delegation if, prior thereto, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. Each Revolving Credit Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Revolving Credit Lender, as assignor, any Assignment and Acceptance or other agreement necessary to effectuate any assignment of such Revolving Credit Lender’s interests hereunder in the circumstances contemplated by this Section 19.21 in the event any such Revolving Credit Lender fails to execute the agreements required under Article 16 in connection with an assignment pursuant to this Section 19.21, and any such agreements so executed by the assignee and Administrative Agent shall be effective for purposes of this Section 19.21 and for Article 16. without recourse, representation or warranty (b) In the event other than that such Revolving Credit Lender fails to deliver to the Administrative Agent owns the Revolving Credit Note held Commitments, Revolving Credit Loans and Revolving Credit Notes being assigned, free and clear of any Liens) and shall be on terms and conditions reasonably satisfactory to such Subject Lender and such designated financial institution and (ii) the purchase price paid by such designated financial institution shall be in the amount of such Subject Lender's Revolving Credit Lender Loans, together with all accrued and unpaid interest and fees in respect thereof, plus all other amounts (or a lost note affidavit containing customary indemnification provisions), then: (i) Unless otherwise approved by the Borrowers’ Representative and the Administrative Agent, other than the amounts otherwise to be paid to such Revolving Credit Lender as described above demanded and unreimbursed under Sections 5.3, 5.5 and 5.6, which shall be paid to the Administrative Agent and held payable upon demand by the Administrative Agent, without interest, to be turned over to such Revolving Credit Lender upon delivery of the Revolving Credit Note (or a lost note affidavit containing customary indemnification provisions) held by Borrowers), owing to such Revolving Credit LenderSubject Lender hereunder. (ii) The Revolving Credit Note held by such Revolving Credit Lender shall have no force or effect whatsoever. (iii) Such Revolving Credit Lender shall cease to be a “Revolving Credit Lender”. (iv) The assignee shall have succeeded to all rights and become subject to all of the obligations of such Revolving Credit Lender as “Revolving Credit Lender”.

Replacement of Revolving Credit Lenders. (a) If any Revolving Credit Lender (i) requests compensation under Section 3.04, or if the Borrower is a Deteriorating required to pay any additional amount to any Revolving Credit Lender or a Delinquent any Governmental Authority for the account of any Revolving Credit Lender pursuant to Section 3.01 or (ii) requests compensation under Section 2.19(c) if any Revolving Credit Lender is a Defaulting Lender or Section 19.8if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrowers’ Representative Borrower may, at its sole expense and effort, upon notice to such Revolving Credit Lender and the Administrative Agent, require such Revolving Credit Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 16.211.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Revolving Credit Lender, if a Revolving Credit Lender accepts such assignment), provided that: (ia) the Borrowers Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 16.2(b11.06(b); (iib) such Revolving Credit Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Credit LoansLoans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and (iiid) such assignment does not conflict with Applicable Law. A Revolving Credit Lender shall not be required to make any such assignment or delegation if, prior thereto, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. Each Revolving Credit Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Revolving Credit Lender, as assignor, any Assignment and Acceptance or other agreement necessary to effectuate any assignment of such Revolving Credit Lender’s interests hereunder in the circumstances contemplated by this Section 19.21 in the event any such Revolving Credit Lender fails to execute the agreements required under Article 16 in connection with an assignment pursuant to this Section 19.21, and any such agreements so executed by the assignee and Administrative Agent shall be effective for purposes of this Section 19.21 and for Article 16applicable Laws. (b) In the event that such Revolving Credit Lender fails to deliver to the Administrative Agent the Revolving Credit Note held by such Revolving Credit Lender (or a lost note affidavit containing customary indemnification provisions), then: (i) Unless otherwise approved by the Borrowers’ Representative and the Administrative Agent, the amounts otherwise to be paid to such Revolving Credit Lender as described above shall be paid to the Administrative Agent and held by the Administrative Agent, without interest, to be turned over to such Revolving Credit Lender upon delivery of the Revolving Credit Note (or a lost note affidavit containing customary indemnification provisions) held by such Revolving Credit Lender. (ii) The Revolving Credit Note held by such Revolving Credit Lender shall have no force or effect whatsoever. (iii) Such Revolving Credit Lender shall cease to be a “Revolving Credit Lender”. (iv) The assignee shall have succeeded to all rights and become subject to all of the obligations of such Revolving Credit Lender as “Revolving Credit Lender”.