Common use of Substitution of Lender Clause in Contracts

Substitution of Lender. If any Lender (i) has demanded compensation for increased costs pursuant to Section 3.01 or 3.04 or is entitled to payments under Section 3.04(a) or (ii) has determined that the making or maintaining of any Eurodollar Rate Loan has become unlawful or impossible pursuant to Section 3.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Lenders, the Borrower shall have the right to designate an assignee which is not an Affiliate of the Borrower to purchase for cash, pursuant to an Assignment and Assumption, the outstanding Loans and Commitment of such Lender and to assume all of such Lender’s other rights and obligations hereunder without recourse to or representation or warranty by, or expense to, such Lender (other than as set forth in the Assignment and Assumption), for a purchase price equal to (A) the outstanding principal amount of such Lender’s Loan plus (B) any accrued but unpaid interest thereon plus (C) the accrued but unpaid fees in respect of such Lender’s Commitment plus (D) such amount, if any, as would be payable pursuant to Section 3.05 if the Loan of such Lender were prepaid in full on the date of consummation of such assignment plus (E) any other amounts due and payable to such Lender hereunder.

Substitution of Lender. If any Lender (i) has demanded compensation for increased costs pursuant to Section 3.01 or 3.04 or is entitled to payments under Section 3.04(a) 2.16 or (ii) has determined that the making or maintaining of any Eurodollar Rate Loan has become unlawful or impossible pursuant to Section 3.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Lenders2.17, the Borrower shall have the right to designate an assignee a substitute lender or lenders (which is not an Affiliate may be one or more of the Lenders) mutually satisfactory to the Borrower and the Agent, the Swingline Lender and the Issuing Lender to purchase for cash, pursuant to an Assignment and AssumptionAcceptance, the outstanding Loans and Commitment Letter of Credit Exposure of such Lender and to assume all the Commitment of such Lender’s other rights and obligations hereunder , without recourse to or representation or warranty by, or expense to, such Lender (other than as set forth in the Assignment and Assumption)Lender, for a purchase price equal to (A) the outstanding principal amount of all such Lender’s Loan outstanding Loans and funded Letter of Credit Exposure plus (B) any accrued but unpaid interest thereon plus (C) and the accrued but unpaid fees in respect of such Lender’s Commitment hereunder and all other amounts payable by the Borrower to such Lender hereunder plus (D) such amount, if any, as would be payable pursuant to Section 3.05 2.18 if the Loan outstanding Loans of such Lender were prepaid in full on the date of such consummation of such assignment plus (E) any other amounts due and payable to such Lender hereunderassignment.

Substitution of Lender. If any Lender (i) has demanded compensation for increased costs pursuant to Section 3.01 8.03 or 3.04 8.04 or is entitled defaulted in its obligation to payments under Section 3.04(a) or (ii) has determined that the making or maintaining of make any Eurodollar Rate Loan has become unlawful or impossible pursuant to Section 3.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all the terms of the Lendersthis Agreement, the Borrower shall have the right to designate an assignee Assignee which is not an Affiliate affiliate of the Borrower to purchase for cash, pursuant to an Assignment and AssumptionAssumption Agreement substantially in the form of Exhibit D hereto, the outstanding Loans Outstanding Credit Exposure and Commitment of such Lender and to assume all of such Lender’s other rights and obligations hereunder without recourse to or representation or warranty by, or expense to, by such Lender (other than as set forth in the Assignment and Assumption)Lender, for a purchase price equal to (A) the outstanding principal amount of all of such Lender’s Loan Outstanding Credit Exposure plus (B) any accrued but unpaid interest thereon plus (C) and the accrued but unpaid fees Facility Fees in respect of such that Lender’s Commitment hereunder plus (D) such amount, if any, as would be payable pursuant to Section 3.05 2.22 if the Loan outstanding Loans of such Lender were prepaid in full their entirety on the date of consummation of such assignment assignment, plus (E) any other amounts the compensation then due and payable pursuant to such Lender hereunderSection 8.03 or 8.04.

Substitution of Lender. If any Lender (i) has demanded compensation for increased costs pursuant to Section 3.01 8.03 or 3.04 8.04 or is entitled defaulted in its obligation to payments under Section 3.04(a) or (ii) has determined that the making or maintaining of make any Eurodollar Rate Loan has become unlawful or impossible pursuant to Section 3.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all the terms of the Lendersthis Agreement, the Borrower shall have the right to designate an assignee Assignee which is not an Affiliate affiliate of the Borrower to purchase for cash, pursuant to an Assignment and AssumptionAssumption Agreement substantially in the form of Exhibit D hereto, the outstanding Loans Outstanding Credit Exposure and Commitment of such Lender and to assume all of such Lender’s other rights and obligations hereunder without recourse to or representation or warranty by, or expense to, by such Lender (other than as set forth in the Assignment and Assumption)Lender, for a purchase price equal to (A) the outstanding principal amount of all of such Lender’s Loan Outstanding Credit Exposure plus (B) any accrued but unpaid interest thereon plus (C) and the accrued but unpaid fees Facility Fees in respect of such that Lender’s Commitment hereunder plus (D) such amount, if any, as would be payable pursuant to Section 3.05 2.14 if the Loan outstanding Loans of such Lender were prepaid in full their entirety on the date of consummation of such assignment assignment, plus (E) any other amounts the compensation then due and payable pursuant to such Lender hereunderSection 8.03 or 8.04.

Substitution of Lender. If any Lender (i) has demanded compensation for increased costs pursuant to Section 3.01 or 3.04 or is entitled to payments under Section 3.04(a) 2.16 or (ii) has determined that the making or maintaining of any Eurodollar Rate Loan has become unlawful or impossible pursuant to Section 3.02 and similar additional interest or compensation has not been demanded by, or a similar determination has not been made by, all of the Lenders2.17, the Borrower shall have the right to designate an assignee a substitute lender or lenders (which is not an Affiliate may be one or more of the Lenders) mutually satisfactory to the Borrower and the Administrative Agent, the Swingline Lender and the Issuing Lender to purchase for cash, pursuant to an Assignment and AssumptionAcceptance, the outstanding Loans and Commitment Letter of Credit Exposure of such Lender and to assume all the Commitment of such Lender’s other rights and obligations hereunder , without recourse to or representation or warranty by, or expense to, such Lender (other than as set forth in the Assignment and Assumption)Lender, for a purchase price equal to (A) the outstanding principal amount of all such Lender’s Loan outstanding Loans and funded Letter of Credit Exposure plus (B) any accrued but unpaid interest thereon plus (C) and the accrued but unpaid fees in respect of such Lender’s Commitment hereunder and all other amounts payable by the Borrower to such Lender hereunder plus (D) such amount, if any, as would be payable pursuant to Section 3.05 2.18 if the Loan outstanding Loans of such Lender were prepaid in full on the date of such consummation of such assignment plus (E) any other amounts due and payable to such Lender hereunderassignment.