Common use of Replacement of the Lenders Clause in Contracts

Replacement of the Lenders. In the event that any Lender is a Defaulting Lender (each an “Affected Lender”), then the Borrower Agent may, at its option, notify the Administrative Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, the Borrower Agent, with the consent of the Administrative Agent, may obtain, at the Borrowers’ expense, a replacement Lender (“Replacement Lender”) for the Affected Lender, which Replacement Lender must be (i) an Eligible Assignee and (ii) satisfactory to the Administrative Agent. If the Borrowers obtain a Replacement Lender within ninety (90) days following notice of their intention to do so, the Affected Lender must sell and assign its Pro Rata share of the Term Loan to such Replacement Lender for an amount equal to the principal balance of its Pro Rata share of the Term Loan held by the Affected Lender and all accrued interest and fees with respect thereto through the date of such sale; provided that the Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Furthermore, if the Borrower Agent gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, the Borrowers’ rights under this paragraph as to such noticed replacement and in connection with such Affected Lender shall terminate.

Replacement of the Lenders. In the event that any Lender (i) notifies the Borrower Agent that, pursuant to Section 3.5, such Lender can no longer make LIBOR Loans or Canadian BA Rate Loans, (ii) demands payment of additional amounts or increased costs pursuant to Section 3.6 or (iii) is a Defaulting Lender (each an “Affected Lender”), then the Borrower Agent may, at its option, notify the Administrative Applicable Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, the Borrower Agent, with the consent of the Administrative Agent, may obtain, at the Borrowers’ expense, a replacement Lender (“Replacement Lender”) for the Affected Lender, which Replacement Lender must be (i) an Eligible Assignee and (ii) satisfactory to the Administrative Agent. If the Borrowers obtain a Replacement Lender within ninety (90) days following notice of their intention to do so, the Affected Lender must sell and assign its Pro Rata share of the Term Loan Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of its Pro Rata share of the Term Loan all Loans held by the Affected Lender and all accrued interest and fees with respect thereto through the date of such sale; provided that the Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, the Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender (i) in the case of a notice under Section 3.5, rescinds its notice that it can no longer fund LIBOR Loans or Canadian BA Rate Loans or (ii) in the case of a demand under Section 3.6, rescinds its demand for increased costs or additional amounts, within ten (10) days following its receipt of the Borrower Agent’s notice of intention to replace such Affected Lender. Furthermore, if the Borrower Agent gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, the Borrowers’ rights under this paragraph as to such noticed replacement and in connection with such Affected Lender shall terminate.

Replacement of the Lenders. In the event that If (a) any Lender is shall become a Defaulting Lender more than one (each an 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 maintain LIBOR Loans or LIBOR Portions pursuant to Section 2.12(b) for a reason which is not applicable to any other Lender, (d) any Lender shall demand any payment under Section 2.12(c), 2.12(d) or 2.13(a) for a reason which is not applicable to any other Lender or (e) any Borrower shall receive a notice from any applicable Governmental Authority that a Lender is no longer qualified or suitable to make Loans to such Borrower under the applicable Gaming Laws (and such Lender is notified by such Borrower and the Administrative Agent in writing of such disqualification), including because such Lender has been denied a license, qualification or finding of suitability or has failed to deliver information required under the applicable Gaming Laws, then the Administrative Agent may (or upon the written request of the Borrowers, shall) replace such Lender (the “Affected affected Lender”), then the Borrower Agent may, at its option, notify the Administrative Agent and or cause such Affected affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, the Borrower Agentreplaced, with another lender (the consent of the Administrative Agent, may obtain, at the Borrowers’ expense, a “replacement Lender (“Replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c), by having the affected Lender sell and assign all of its rights and obligations under this Agreement and the other Credit Documents (including for the Affected Lenderpurposes of this Section 2.16, which Replacement Lender must be (iparticipations in L/C Obligations and in Swing Line Loans) an Eligible Assignee and (ii) satisfactory to the Administrative Agent. If replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrowers obtain a Replacement Lender seek to exercise such right, it must do so within ninety (90) days following after it first knows 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 and is reasonably acceptable to the Administrative Agent). Upon receipt by any affected Lender of a written notice of their intention to do sofrom the Administrative Agent stating that the Administrative Agent is exercising the replacement right set forth in this Section 2.16, the Affected such affected Lender must shall sell and assign all of its Pro Rata share rights and obligations under this Agreement and the other Credit Documents (including for purposes of this Section 2.16, participations in L/C Obligations and in Swing Line Loans) to the Term Loan replacement Lender pursuant to such Replacement Lender an Assignment Agreement and Section 8.05(c) for an amount a purchase price equal to the sum of the principal balance 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 Pro Rata ratable share of the Term Loan held by the Affected Lender and all accrued interest and fees with respect thereto through the date of such sale; provided that the Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that to which it is entitled to receive under this Agreement through the date of such sale and assignment. Furthermore, if the Borrower Agent gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, the Borrowers’ rights under this paragraph as to such noticed replacement and in connection with such Affected Lender shall terminateentitled.

Replacement of the Lenders. In the event that If (a) any Lender is shall become a Defaulting Lender more than one (each an “Affected 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) suspend its obligation to make or maintain LIBOR Loans pursuant to Section 2.11(b) for a reason which is not applicable to any other 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 any other Lender”), then the Administrative Agent may (or upon the written request of the Borrower, shall) replace such Lender (the "affected Lender"), or cause such affected Lender to be replaced, with another lender (the "replacement Lender") satisfying the requirements of an Assignee Lender under Section 8.05(c), by having the affected Lender 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 Section 8.05(c); provided, however, that if the Borrower Agent mayseeks to exercise such right, at its optionit 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, notify and neither the Administrative Agent and such Affected nor any Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, the Borrower Agent, with the consent of the Administrative Agent, may obtain, at the Borrowers’ expense, any obligation to identify or locate a replacement Lender (“Replacement Lender”) for the Affected Lender, which Replacement Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a replacement Lender must be (i) an Eligible Assignee and (ii) satisfactory that is reasonably acceptable to the Administrative Agent). If Upon receipt by any affected Lender of a written notice from the Borrowers obtain a Replacement Administrative Agent stating that the Administrative Agent is exercising the replacement right set forth in this Section 2.15, such affected Lender within ninety (90) days following notice of their intention to do so, the Affected Lender must shall sell and assign all of its Pro Rata share 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 Term Loan replacement Lender pursuant to such Replacement Lender an Assignment Agreement and Section 8.05(c) for an amount a purchase price equal to the sum of the principal balance amount of the affected Lender’s Loans so sold and assigned, all accrued and unpaid interest thereon and its Pro Rata ratable share of the Term Loan held by the Affected Lender and all accrued interest and fees with respect thereto through the date of such sale; provided that the Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that to which it is entitled to receive under this Agreement through the date of such sale and assignment. Furthermore, if the Borrower Agent gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, the Borrowers’ rights under this paragraph as to such noticed replacement and in connection with such Affected Lender shall terminateentitled.

Replacement of the Lenders. In the event that If any Lender is a Defaulting Lender (each an “Affected Lender”seeks reimbursement for increased costs under Sections 6(b) through 6(d), then the Borrower Agent may, at its option, notify the Administrative Agent and such Affected Lender of its intention to replace the Affected Lender. So long as within ninety days thereafter --provided no Default or Event of Default then exists -- the Borrower shall have occurred the right (unless such Lender withdraws its request for additional compensation) to replace such Lender by requiring such Lender to assign its Loans and be continuingNotes and its commitments hereunder to an Eligible Assignee reasonably acceptable to the Agent and to the Borrower, the Borrower Agent, with the consent of the Administrative Agent, may obtain, at the Borrowers’ expense, a replacement Lender (“Replacement Lender”) for the Affected Lender, which Replacement Lender must be provided that: (i) an Eligible Assignee all Obligations of the Borrower owing to such Lender being replaced (including such increased costs, 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) satisfactory to the Administrative Agent. If replacement Eligible Assignee shall purchase the Borrowers obtain a Replacement Lender within ninety (90) days following notice of their intention to do so, the Affected Lender must sell and assign its Pro Rata share of the Term Loan Note being assigned by paying to such Replacement Lender for an amount a price equal to the principal balance of its Pro Rata share amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment the Borrower, the Agent, such Lender and the replacement Eligible Assignee shall otherwise comply with Section 19(f)(iii). Notwithstanding the foregoing rights of the Term Loan held by Borrower under this section, however, the Affected Borrower may not replace any Lender and which seeks reimbursement for increased costs under Section 6(b) through (d) unless the Borrower is at the same time replacing all accrued interest and fees with respect thereto through the date of such sale; provided that the Borrowers shall have reimbursed such Affected Lender Lenders which are then seeking compensation for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Furthermore, if the Borrower Agent gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, the Borrowers’ rights under this paragraph as to such noticed replacement and in connection with such Affected Lender shall terminatesame costs.

Replacement of the Lenders. In the event that If (a) any Lender is shall become a Defaulting Lender, (b) any Lender shall suspend its obligation to make or maintain LIBOR Loans pursuant to Section 2.11(b) for a reason which is not applicable to any other Lender, (c) any Lender shall demand any payment under Section 2.11(c), 2.11(d) or 2.12 or (d) any Lender has not consented to a proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 8.04 that requires the consent of all Lenders or each Lender affected thereby and which has been approved by the Required Lenders as provided in Section 8.04, then the Administrative Agent may (or upon the written request of the Borrower if the Borrower has located or identified a replacement Lender that is an Eligible Assignee and is reasonably acceptable to the Administrative Agent as contemplated below, shall use commercially reasonable efforts to) replace such Lender (each an the “Affected affected Lender”), then or cause such affected Lender to be replaced, with another lender (the “replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c), by having the affected Lender 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 Section 8.05(c); provided, however, that if the Borrower Agent mayseeks to exercise such right, at its optionit must do so within sixty (60) days after it first knows of the occurrence of the event or events giving rise to such right, notify and neither the Administrative Agent and such Affected nor any Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, the Borrower Agent, with the consent of the Administrative Agent, may obtain, at the Borrowers’ expense, any obligation to identify or locate a replacement Lender (“Replacement Lender”) for the Affected Lender, which Replacement Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a replacement Lender must be (i) that is an Eligible Assignee and (ii) satisfactory is acceptable to the Administrative Agent). If Upon receipt by any affected Lender of a written notice from the Borrowers obtain a Replacement Administrative Agent stating that the Administrative Agent is exercising the replacement right set forth in this Section 2.15, such affected Lender within ninety (90) days following notice of their intention to do so, the Affected Lender must shall sell and assign all of its Pro Rata share 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 Term Loan replacement Lender pursuant to such Replacement Lender an Assignment Agreement and Section 8.05(c) for an amount a purchase price equal to the sum of the principal balance 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 Pro Rata ratable share of all fees and other amounts to which it is entitled (including any amounts under Section 2.13 hereof, as though the Term Loan held by the Affected Lender and all accrued interest and fees with respect thereto through the date of such saleassignment were a prepayment); provided that in the Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date case of such sale and assignment. Furthermore, if the Borrower Agent gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafterDefaulting Lender, the Borrowers’ rights purchase price shall not include any amounts under this paragraph as to such noticed replacement and in connection with such Affected Lender shall terminateSection 2.13 hereof.

Replacement of the Lenders. In the event that If (a) any Lender shall become a Deteriorating Lender, (b) any Lender shall suspend its obligation to make or maintain LIBOR Loans pursuant to Section 2.11(b) for a reason which is not applicable to any other Lender, or (c) any Lender shall demand any payment under Section 2.11(c), 2.11(d), 2.12(a) or 2.12(b) for a Defaulting reason which is not applicable to any other Lender, then the Administrative Agent may (or upon the written request of the Borrower if the Borrower has located or identified a replacement Lender that is an Eligible Assignee and is reasonably acceptable to the Administrative Agent as contemplated below, shall use commercially reasonable efforts to) replace such Lender (each an the “Affected affected Lender”), then or cause such affected Lender to be replaced, with another lender (the “replacement Lender”) satisfying the requirements of an Assignee Lender under Section 8.05(c), by having the affected Lender 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) to the replacement Lender pursuant to Section 8.05(c); provided, however, that if the Borrower Agent mayseeks to exercise such right, at its optionit must do so within sixty (60) days after it first knows of the occurrence of the event or events giving rise to such right, notify and neither the Administrative Agent and such Affected nor any Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, the Borrower Agent, with the consent of the Administrative Agent, may obtain, at the Borrowers’ expense, any obligation to identify or locate a replacement Lender (“Replacement Lender”) for the Affected Lender, which Replacement Borrower (it being expressly agreed that in such circumstances it is the Borrower’s obligation to identify or locate a replacement Lender must be (i) that is an Eligible Assignee and (ii) satisfactory is acceptable to the Administrative Agent). If Upon receipt by any affected Lender of a written notice from the Borrowers obtain a Replacement Administrative Agent stating that the Administrative Agent is exercising the replacement right set forth in this Section 2.15, such affected Lender within ninety (90) days following notice of their intention to do so, the Affected Lender must shall sell and assign its Pro Rata share of the Term Loan to such Replacement Lender for an amount equal to the principal balance all of its Pro Rata share of the Term Loan held by the Affected Lender rights and all accrued interest and fees with respect thereto through the date of such sale; provided that the Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive obligations under this Agreement through and the date other Credit Documents (including for purposes of such sale and assignment. Furthermore, if the Borrower Agent gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, the Borrowers’ rights under this paragraph as to such noticed replacement and in connection with such Affected Lender shall terminate.this

Replacement of the Lenders. In the event that If any Lender is becomes subject to a Defaulting Bail-In Action, any Lender requests compensation pursuant to Section 2.9(1) or 2.9(6), or any Lender’s obligation to Continue Loans of any Type, or to Convert Loans of any Type into the other Type of Loan, shall be suspended pursuant to Section 2.9(2) or 2.9(3) (each an any such Lender becoming subject to a Bail-In Action, requesting such compensation, or whose obligations are so suspended, being herein called a “Affected Requesting Lender”), then the Borrower Agent mayBorrowers, at upon three (3) Business Days’ notice, may require that such Requesting Lender assign all of its optionright, notify the title and interest under this Agreement and such Requesting Lender’s Note to any bank or other financial institution (a “Proposed Lender”) identified by Borrowers that is reasonably satisfactory to Administrative Agent and such Affected Lender of its intention to replace which other bank or financial institution does not suffer from and is not adversely impacted by the Affected Lender. So long as no Default issue or Event of Default shall have occurred and be continuing, event causing the Borrower Agent, with the consent replacement of the Administrative Agent, may obtain, at the Borrowers’ expense, a replacement Lender (“Replacement Lender”) for the Affected Requesting Lender, which Replacement Lender must be provided that (i) an Eligible Assignee such Proposed Lender agrees to assume all of the obligations of such Requesting Lender hereunder, and to purchase all of such Requesting Lender’s Loans hereunder for consideration equal to the aggregate outstanding principal amount of such Requesting Lender’s Loans, together with interest thereon to the date of such purchase (to the extent not paid by Borrowers), and satisfactory arrangements are made for payment to such Requesting Lender of all other amounts accrued and payable hereunder to such Requesting Lender as of the date of such transfer (including any fees accrued hereunder and any Breakage Costs that would be payable under Section 2.9(5) as if all of such Requesting Lender’s Loans were being prepaid in full on such date) and (ii) satisfactory if such Requesting Lender has requested compensation pursuant to Section 2.9(1) or 2.9(6), such Proposed Lender’s aggregate requested compensation, if any, pursuant to Section 2.9(1) or 2.9(6) with respect to such Requesting Lender’s Loans is lower than that of the Requesting Lender. Subject to the Administrative Agentprovisions of Section 12.23(2), such Proposed Lender shall be a “Lender” for all purposes hereunder. Without prejudice to the survival of any other agreement of Borrowers hereunder, the agreements of Borrowers contained in Sections 2.9(1), 2.9(6), 9.12 and 12.5 (without duplication of any payments made to such Requesting Lender by Borrowers or the Proposed Lender) shall survive for the benefit of such Requesting Lender under this Section 2.9(7) with respect to the time prior to such replacement. A Requesting Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Requesting Lender or otherwise, the circumstances entitling Borrowers to require such assignment cease to apply. Each Requesting Lender required to make an assignment pursuant to this Section 2.9(7) shall promptly execute and deliver an Assignment and Acceptance with the applicable Proposed Lender. If the Borrowers obtain a Replacement Lender within ninety (90) days following notice of their intention to do so, the Affected Lender must sell and assign its Pro Rata share of the Term Loan to such Replacement Lender for an amount equal does not execute and deliver to Administrative Agent a duly completed Assignment and Acceptance and/or any other documentation necessary to reflect such replacement within ten (10) Business Days after receipt of such notice, after the principal balance later of its Pro Rata share of the Term Loan held by the Affected Lender and all accrued interest and fees with respect thereto through (A) the date on which the Proposed Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (B) the date on such Requesting Lender receives all payments described in clause (i) above, then such Requesting Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of such sale; provided that the date and Borrowers shall have reimbursed be entitled (but not obligated) to execute and deliver such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date Assignment and Acceptance and/or such other documentation on behalf of such sale and assignment. Furthermore, if the Borrower Agent gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, the Borrowers’ rights under this paragraph as to such noticed replacement and in connection with such Affected Lender shall terminateRequesting Lender.