Common use of Replacement of the Lenders Clause in Contracts

Replacement of the Lenders. If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01, 3.04 and 3.05) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, 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 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 (d) such assignment does not conflict with applicable Laws. (e) A Lender shall not be required to make any such assignment or delegation if, 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.

Replacement of the Lenders. If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if (a) any Lender is shall become a Defaulting Lender more than one time in a period of 12 consecutive months, (b) any Lender shall continue as a Defaulting Lender for more than five Business Days at any time, (c) any Lender shall suspend its obligation to make or if maintain LIBOR Loans pursuant to Section 2.11(a) or 2.11(b), (d) any other circumstance exists hereunder that gives Lender shall demand any payment under Sections 2.11(c), 2.11(d) or 2.12, (e) any Lender’s right to payment under Section 2.12 changes as a result of a Change in Law (unless such Lender confirms to the Borrower the right to replace a Lender that it will not seek any additional amounts as a party heretoconsequence of such Change in Law), (f) any Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Lenders is obtained but that requires the consent of all Lenders, (g) any Revolving Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Revolving Lenders is obtained but that requires the consent of all Revolving Lenders or (h) any Term Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent does not consent to any amendment, waiver or consent to any Credit Document for which the consent of the Required Term Lenders is obtained but that requires the consent of all Term Lenders, then the Borrower may, at its sole expense and effort, upon notice to Administrative Agent (i) may replace such Lender and (the “Affected Lender”), or cause such Affected Lender to be replaced, or (ii) upon the written request of the Borrower, the Administrative AgentAgent shall replace such Affected Lender with an Eligible Assignee identified by the Borrower (the “Replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c) (provided that at the time of the assignment, require such Assignee Lender to assign and delegate, without recourse (in accordance with and shall not be subject to the restrictions contained in, and consents required by, circumstances described in Section 11.062.15(a) through 2.15(h)), by having such Affected Lender sell and assign all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01, 3.04 and 3.05) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Credit Documents (including any amounts under for purposes of this Section 3.052.15, participations in L/C Obligations and in Swing Line Loans) 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); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made Replacement Lender pursuant to Section 3.018.05(c); provided, however, that if the Borrower seeks to exercise such assignment will result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable Laws. (e) A Lender shall not be required to make any such assignment or delegation if, prior thereto, right as a result of a waiver by such Lender request for payment under Section 2.12, it must do so within 120 days (180 days in respect to Borrower’s invoking any replacement right as a result of the occurrence of any event or otherwise, the circumstances entitling events giving rise to a Lender’s right to payment under Section 2.12) after the Borrower first receives notice of the occurrence of the event or events giving rise to require such assignment right, and delegation cease neither the Administrative Agent nor any Lender shall have any obligation to applyidentify or locate a Replacement Lender for the Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a Replacement Lender). Upon receipt by any Affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or the Borrower is exercising the replacement right set forth in this Section 2.15, such Affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the Replacement Lender pursuant to an Assignment Agreement and Section 8.05(c) for a purchase price equal to the sum of the principal amount of such Affected Lender’s Loans so sold and assigned, all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through the Assignment Date.

Replacement of the Lenders. If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01, 3.04 and 3.05) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its 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 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 (d) such assignment does not conflict with applicable Laws. (e) A Lender shall not be required to make any such assignment or delegation if, 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.

Replacement of the Lenders. If Upon the receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower is entitled required to replace pay any such amount to a Lender or a Governmental Authority), with respect to any Lender (any such Lender described in clauses (a) and (b) below being referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.9 or of increased costs pursuant to Section 2.8 (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.10 or is a Non-Consenting Lender); or (b) a notice from the provisions of Section 3.06, or if any Administrative Agent that a Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, Lender; then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative AgentAgent and such Affected Lender: (i) request that one or more of the other the Lenders acquire and assume all or part of such Affected Lender’s Advances and Revolving Commitments and all other Obligations owing to such Affected Lender; or (ii) designate a replacement lending institution ACTIVEUS 188979588v.10 (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Advances and Revolving Commitments and all other Obligations owing to such Affected Lender (the replacing Lender or lender in (i) or (ii) being a “Replacement Lender”); provided, require such however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising as a result of the acquisition of any Affected Lender’s Advances and/or Revolving Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be. The Affected Lender replaced pursuant to this Section shall be required to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0613.1), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01, 3.04 2.8 and 3.052.9) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee one or more Replacement the Lenders that shall assume such obligations (which assignee Replacement Lender may be another Lender, if a Lender accepts such assignment), ; provided that: that (ai) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 13 (if any); (ii) specified in Section 11.06(b); (b) all or a ratable part of such Affected Lender’s Advances and Revolving Commitments and all other Obligations owing to such Affected Lender shall have received upon payment to such Affected Lender of an amount (in the aggregate for all the Replacement Lenders) equal to 100% of the outstanding principal of its Loansthe Affected Lender’s 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 such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); . Any such designation of a Replacement Lender shall be effected in accordance with, and subject to the terms and conditions of, the assignment provisions contained in Section 13 (cwith the assignment fee to be paid by the Borrower in such instance), and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section, (a) in the case of any such assignment resulting from a claim for compensation under Section 3.04 2.8 or payments required to be made pursuant to Section 3.012.9, such assignment will shall result in a reduction in such compensation or payments thereafter; and and (db) such assignment does shall not conflict with applicable Laws. (e) A law. Notwithstanding the foregoing, an Affected Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Replacement of the Lenders. If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if (a) any Lender is shall become a Defaulting Lender more than one (1) time in a period of twelve (12) consecutive months, (b) any Lender shall continue as a Defaulting Lender for more than five (5) Business Days at any time, (c) any Lender shall suspend its obligation to make or if maintain LIBOR Loans pursuant to Section 2.11(b) for a reason which is not applicable to any other circumstance exists hereunder that gives the Borrower the right Lender, or (d) any Lender shall demand any payment under Section 2.11(c), 2.11(d) or 2.12(a) for a reason which is not applicable to replace a Lender as a party heretoany other Lender, then the Borrower mayAdministrative Agent may (or upon the written request of the Borrowers, at its sole expense and effort, upon notice to shall) replace such Lender and (the Administrative Agent“affected Lender”), require or cause such affected Lender to assign and delegatebe replaced, without recourse with another lender (in accordance with and subject to the restrictions contained in, and consents required by, “replacement Lender”) satisfying the requirements of an Assignee Lender under Section 11.068.05(c), by having the affected Lender sell and assign all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01, 3.04 and 3.05) and obligations under this Agreement and the related Loan other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrowers seek to exercise such right, it must do so within sixty (60) days after it first knows or should have known of the occurrence of the event or events giving rise to such right, and neither the Administrative Agent nor any Lender shall have any obligation to identify or locate a replacement Lender for the Borrowers (it being expressly agreed that in such circumstances it is the Borrowers’ obligation to identify or locate a replacement Lender that is an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid and is acceptable to the Administrative Agent). Upon receipt by any affected Lender of a written notice from the Administrative Agent stating that the assignment fee (if any) specified Administrative Agent is exercising the replacement right set forth in this Section 11.06(b); (b) 2.15, such affected Lender shall have received payment sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.15, participations in L/C Obligations and in Swing Line Loans) to the replacement Lender pursuant to an amount Assignment Agreement and Section 8.05(c) for a purchase price equal to the outstanding sum of the principal amount of the affected Lender’s Loans so sold and assigned or such other amount is agreed to by such affected Lender and such replacement Lender), all accrued and unpaid interest thereon and its Loans, accrued interest thereon, accrued ratable share of all fees and all other amounts payable to which 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 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 (d) such assignment does not conflict with applicable Lawsis entitled. (e) A Lender shall not be required to make any such assignment or delegation if, 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.

Replacement of the Lenders. If the Borrower is entitled any Lender refuses or fails to replace a Lender pursuant to the provisions make available its Pro Rata Share of Section 3.06, any Advance or if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives requests compensation under Section 2.12 hereof, the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effortBorrower, upon notice to three Business Days' notice, may require that such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), transfer all of its interestsright, rights (other than its existing rights to payments pursuant to Sections 3.01, 3.04 title and 3.05) and obligations interest under this Agreement and the related Loan Documents such Lender's Notes to an any Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) identified by the Borrower shall have paid (A) if such proposed transferee agrees to assume all of the obligations of such Lender for consideration equal to such Lender's Pro Rata Share of the Loans, together with interest thereon to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b); (b) date of such transfer, and satisfactory arrangements are made for payment to such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable hereunder to it hereunder and under such Lender on or prior to the other Loan Documents date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 3.05) from the assignee (to the extent 2.16 as if all of such outstanding principal Lender's Pro Rata Share of the Loans were being prepaid in full on such date), and accrued interest and fees(B) or the Borrower (in the case of all other amounts); (c) in the case of any Agent consents to such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01proposed transferee, such assignment will result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable Laws. (e) A Lender which consent shall not be required unreasonably withheld. Without prejudice to make the survival of any such assignment or delegation ifother agreement of the Borrower hereunder, prior theretothe agreements of the Borrower contained in Sections 2.11, as a result 2.12, 2.14, 2.15 and 9.5 (without duplication of a waiver by any payments made to such Lender or otherwise, the circumstances entitling by the Borrower or the proposed transferee) shall survive for the benefit of any Lender replaced under this Section 9.12 with respect to require the time prior to such assignment and delegation cease to applyreplacement.

Replacement of the Lenders. If any Lender requests compensation under Section 4.04, or if Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the Borrower is entitled to replace a account of any Lender pursuant to the provisions of Section 3.064.01, or if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party heretoLender, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0612.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01, 3.04 and 3.054.01 or 4.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) Borrowers shall have received the Borrower prior written consent of Administrative Agent (and if a Commitment is being assigned, Issuing Bank), which consent shall not unreasonably be withheld or delayed and shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b12.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, if applicable, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.054.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (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 4.04 or payments required to be made pursuant to Section 3.014.01, such assignment will result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable Laws. (e) . A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of the Lenders. If any Lender requests compensation under Section 4.04, or if Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the Borrower is entitled to replace a account of any Lender pursuant to the provisions of Section 3.064.01, or if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party heretoLender, then the Borrower Borrowers may, at its their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.0612.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01, 3.04 and 3.05) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b12.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.054.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (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 4.04 or payments required to be made pursuant to Section 3.014.01, such assignment will result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable Laws. (e) . A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Borrowers to require such assignment and delegation cease to apply.

Replacement of the Lenders. If any Lender seeks reimbursement for increased costs under Sections 6(b) through 6(d), then within ninety days thereafter— provided no Event of Default then exists—the Borrower is entitled Borrowers shall have the right (unless such Lender withdraws its request for additional compensation) to replace a such Lender pursuant by requiring such Lender to assign its Loans and Notes and its commitments hereunder to an Eligible Assignee reasonably acceptable to the provisions Agent and to the Borrowers, provided that: (i) all Obligations of Section 3.06the Borrowers owing to such Lender being replaced (including such increased costs, or if but excluding principal and accrued interest on the Notes being assigned) shall be paid in full to such Lender concurrently with such assignment, and (ii) the replacement Eligible Assignee shall purchase the Note being assigned by paying to such Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives such assignment the Borrower Borrowers, the right to replace a Lender as a party heretoAgent, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance replacement Eligible Assignee shall otherwise comply with and subject to Section 18(f)(iii). Notwithstanding the restrictions contained in, and consents required by, Section 11.06), all foregoing rights of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01, 3.04 and 3.05) and obligations the Borrowers under this Agreement and section, however, the related Loan Documents to an Eligible Assignee that shall assume such obligations (Borrowers may not replace any Lender which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b); (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts seeks reimbursement for increased costs under Section 3.056(b) 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); (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 through (d) such assignment does not conflict with applicable Lawsunless the Borrowers are at the same time replacing all the Lenders which are then seeking compensation for the same costs. (e) A Lender shall not be required to make any such assignment or delegation if, 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.