Common use of Substitution of Lender Clause in Contracts

Substitution of Lender. Should any Lender fail to make a Loan in violation of its obligations under this Agreement (a “Non-Advancing Lender”), Administrative Agent shall (a) in its sole discretion fund the Loan on behalf of the Non-Advancing Lender (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and Borrower (unless an Event of Default shall have occurred and is continuing) and that shall be willing to assume the Non-Advancing Lender’s obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Lender hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing Lender’s obligations under this Agreement, and all interest and fees which would otherwise have been payable to the Non-Advancing Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 shall relieve the Non-Advancing Lender from any liability it might have to Borrower or to the other Lenders as a result of its failure to make any Loan.

Substitution of Lender. Should any Lender fail to make a Loan in violation of its obligations under this Agreement (a “"Non-Advancing Lender”"), Administrative Agent shall (a) in its sole discretion fund the Loan on behalf of the Non-Advancing Lender (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and Borrower (unless an Event of Default shall have occurred and is continuing) and that shall be willing to assume the Non-Advancing Lender’s 's obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Lender hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing Lender’s 's obligations under this Agreement, and all interest and fees which would otherwise have been payable to the Non-Advancing Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 shall relieve the Non-Advancing Lender from any liability it might have to Borrower or to the other Lenders as a result of its failure to make any Loan.

Substitution of Lender. Should any Lender fail to make a Loan in violation of its obligations under this Agreement (a “Non-Advancing Lender”), Administrative Agent shall (a) may, in its sole discretion and without any obligation on its part to do so, fund the Loan on behalf of the Non-Advancing Lender and (b) shall cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and Borrower (unless an Event of Default shall have occurred and is continuing) Borrower and that shall be willing to assume the Non-Advancing Lender’s obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Lender hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing Lender’s obligations under this Agreement, and all interest and fees which would otherwise have been payable to the Non-Advancing Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 shall relieve the Non-Advancing Lender from any liability it might have to Borrower or to the other Lenders as a result of its failure to make any Loan.

Substitution of Lender. Should any Lender fail to make a Loan in violation of its obligations under this Agreement (a “Non-Advancing Lender”), Administrative Agent shall (a) may, in its sole discretion and without any obligation on its part to do so, fund the Loan on behalf of the Non-Advancing Lender and (b) shall cooperate with Borrower or any other Lender to find another Person that shall be reasonably acceptable to Administrative Agent and Borrower acceptable to each LC Issuing Bank and (unless an Event of Default shall have occurred and is continuing) reasonably acceptable to Borrower and that shall be willing to assume the Non-Advancing Lender’s obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Lender hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing Lender’s obligations under this Agreement, and all interest and fees which would otherwise have been payable to the Non-Advancing Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 shall relieve the Non-Advancing Lender from any liability it might have to Borrower or to the other Lenders as a result of its failure to make any Loan.

Substitution of Lender. Should any Lender fail to make a Loan in violation of its obligations under this Agreement (a “Non-Advancing Lender”), Administrative Agent shall (a) in its sole discretion fund the Loan on behalf of the Non-Advancing Lender (b) cooperate with Borrower or any other Lender to find another Person that shall be reasonably acceptable to Administrative Agent Agent, acceptable to each LC Issuing Bank and Borrower (unless an Event of Default shall have occurred and is continuing) reasonably acceptable to Borrower and that shall be willing to assume the Non-Advancing Lender’s obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Lender hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing Lender’s obligations under this Agreement, and all interest and fees which would otherwise have been payable to the Non-Advancing Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 shall relieve the Non-Advancing Lender from any liability it might have to Borrower or to the other Lenders as a result of its failure to make any Loan.

Substitution of Lender. Should any Lender fail to make a Loan in violation of its obligations under this Agreement (a “"Non-Advancing Lender”"), Administrative Agent shall (a) in its sole discretion fund the Loan on behalf of the Non-Advancing Lender or (b) cooperate and consult with Borrower Borrowers or any other Lender to find another Person that shall be acceptable to Administrative Agent and Borrower (unless an Event of Default shall have occurred and is continuing) and that shall be willing to assume the Non-Advancing Lender’s 's obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Lender hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing Lender’s 's obligations (including its Commitments) under this Agreement, and all interest and fees which would otherwise have been payable to the Non-Advancing Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 10.13 shall relieve the Non-Advancing Lender from any liability it might have to Borrower Borrowers or to the other Lenders as a result of its failure to make any Loan.

Substitution of Lender. Should any Lender fail to make a Loan Loan, or provide the forms or other documentation required by Section 2.7(d)(v) in violation of its obligations under this Agreement Agreement, or be unable to make LIBO Rate Loans due to an event occurring under Section 2.8(a) or Section 2.8(b), or claim increased costs under Section 2.8(c) or Section 2.8(d) (a “Non-Advancing Substitutable Lender”), Administrative Agent shall (a) may in its sole discretion fund the Loan on behalf of the Non-Advancing Substitutable Lender and (b) shall cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and Borrower (unless an Event of Default shall have occurred and is continuing) and that shall be willing to assume the Non-Advancing Substitutable Lender’s obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Substitutable Lender failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Substitutable Lender hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing Substitutable Lender’s obligations under this Agreement, and all interest and fees which would otherwise have been payable to the Non-Advancing Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 10.12 shall relieve the Non-Advancing Substitutable Lender from any liability it might have to Borrower or to the other Lenders as a result of its failure to make any such Loan.

Substitution of Lender. Should any Lender fail to make a Loan in violation of its obligations under this Agreement (a “"Non-Advancing Lender”"), Administrative Agent shall (a) may, in its sole discretion and without any obligation on its part to do so, fund the Loan on behalf of the Non-Advancing Lender and (b) shall cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and Borrower (unless an Event of Default shall have occurred and is continuing) Borrower and that shall be willing to assume the Non-Advancing Lender’s 's obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Lender hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing Lender’s 's obligations under this Agreement, and all interest and fees which would otherwise have been payable to the Non-Advancing Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 shall relieve the Non-Advancing Lender from any liability it might have to Borrower or to the other Lenders as a result of its failure to make any Loan.

Substitution of Lender. Should any Lender fail to make a Loan in violation of its obligations under this Agreement (a “Non-Advancing Lender”), Administrative Agent shall (a) may, in its sole discretion and without any obligation on its part to do so, fund the Loan on behalf of the Non-Advancing Lender and (b) shall cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and Borrower each LC Issuing Bank and (unless an Event of Default shall have occurred and is continuing) Borrower and that shall be willing to assume the Non-Advancing Lender’s obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Lender hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing Lender’s obligations under this Agreement, and all interest and fees which would otherwise have been payable to the Non-Advancing Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 shall relieve the Non-Advancing Lender from any liability it might have to Borrower or to the other Lenders as a result of its failure to make any Loan.

Substitution of Lender. Should any Lender fail to make a Loan in violation of its obligations under this Agreement (a “Non-Advancing LenderBank”), Administrative Agent shall (a) in its sole discretion fund the Loan on behalf of the Non-Advancing Lender Bank, or (b) cooperate and consult with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and Borrower (unless an Event of Default shall have occurred and is continuing) and that shall be willing to assume the Non-Advancing LenderBank’s obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender Bank failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Lender Bank hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing LenderBank’s obligations (including its Commitments) under this Agreement, and all interest and fees which would otherwise have been payable to the Non-Advancing Lender Bank shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 9.12 shall relieve the Non-Advancing Lender Bank from any liability it might have to Borrower or to the other Lenders as a result of its failure to make any Loan. 9.13 Participation.

Substitution of Lender. Should If the obligation of any Lender fail to make Euro-Currency Loans has been suspended pursuant to Section 10.02 (or the obligation to accept Bankers’ Acceptances has been suspended pursuant to Section 3.02(h)) or any Lender has demanded and is continuing to demand compensation under Section 4.16 or Section 10.03(a) or 10.03(b) or Section 10.04, the affected Borrower may elect to substitute another financial institution (or financial institutions) (which may be one or more of the Lenders) for such Lender, whereupon such Borrower shall so notify the Administrative Agent, each Issuing Lender and such Lender. If the Issuing Lenders advise the Administrative Agent that they consent to the substitution of each proposed substitute financial institution, then such substitute financial institution or financial institutions may purchase the Loans and Letter of Credit Liabilities and assume the Commitment of the Lender demanding compensation; provided that, on or prior to such purchase and assumption, each such substitute financial institution shall have executed and delivered to the Administrative Agent an instrument, in form and substance reasonably satisfactory to the Administrative Agent, agreeing to be bound by the terms of this Agreement and assuming all (or the relevant portion of) the obligations under this Agreement of the Lender demanding compensation. Upon the receipt by the Administrative Agent of such instrument from each such substitute financial institution, each such substitute financial institution shall become a Loan in violation Lender for purposes of this Agreement, and the Lender demanding compensation shall (with respect to such assigned Loans and Commitments) no longer be a Lender hereunder; provided that the Lender demanding compensation shall not be deprived of any of its rights or released from any of its obligations under this Agreement (a “Non-Advancing Lender”), Administrative Agent shall (a) in its sole discretion fund the Loan on behalf of the Non-Advancing Lender (b) cooperate with Borrower or respect to any other Lender to find another Person that shall be acceptable to Administrative Agent and Borrower (unless an Event of Default shall have occurred and is continuing) and that shall be willing to assume the Non-Advancing Lender’s obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject period prior to the provisions of the next following sentence, date on which such Person shall be substituted for the Non-Advancing Lender hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing Lender’s obligations under this Agreement, and all interest and fees which would otherwise have been payable to the Non-Advancing Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 shall relieve the Non-Advancing Lender from any liability it might have to Borrower or to the other Lenders as a result of its failure to make any Loansubstitution becomes effective.

Substitution of Lender. Should any Lender fail to make a fund the Loan in violation of its obligations under this Agreement (a “Non-Advancing Lender”), Administrative Agent shall (a) may, in its sole discretion discretion, fund the Loan on behalf of the Non-Advancing Lender Lender, and (b) shall cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and Borrower (unless an Event of Default shall have occurred and is continuing) and that shall be willing to assume the Non-Advancing Lender’s obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Lender hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing Lender’s obligations under this Agreement, and all interest and fees which would otherwise have been payable to the Non-Advancing Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 shall relieve the Non-Advancing Lender from any liability it might have to Borrower or to the other Lenders as a result of its failure to make any Loan.

Substitution of Lender. Should any Lender fail to make a Loan in violation of its obligations under this Agreement (a “Non-Advancing Lender”), Administrative Agent shall (a) in its sole discretion fund the Loan on behalf of the Non-Advancing Lender or (b) cooperate and consult with Borrower Borrowers or any other Lender to find another Person that shall be acceptable to Administrative Agent and Borrower (unless an Event of Default shall have occurred and is continuing) and that shall be willing to assume the Non-Advancing Lender’s obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Lender hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing Lender’s obligations (including its Commitments) under this Agreement, and all interest and fees which would otherwise have been payable to the Non-Advancing Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 10.13 shall relieve the Non-Advancing Lender from any liability it might have to Borrower Borrowers or to the other Lenders as a result of its failure to make any Loan.

Substitution of Lender. Should any Lender fail to make a Loan Loan, or provide the forms or other documentation required by Section 2.7(d)(v) in violation of its obligations under this Agreement Financing Agreement, or be unable to make or continue LIBO Rate Loans due to an event occurring under Section 2.8(a) or Section 2.8(b), or claim increased costs under Section 2.8(c) or Section 2.8(d) (a “Non-Advancing Substitutable Lender”), Administrative Agent shall (a) may in its sole discretion fund the Loan on behalf of the Non-Advancing Substitutable Lender and (b) shall cooperate with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and Borrower (unless an Event of Default shall have occurred and is continuing) and that shall be willing to assume the Non-Advancing Substitutable Lender’s obligations under this Financing Agreement (including the obligation to make the Loan which the Non-Advancing Substitutable Lender failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Substitutable Lender hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing Substitutable Lender’s obligations under this Financing Agreement, and all principal, interest and fees which would otherwise have been payable to the Non-Advancing Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 9.12 shall relieve the Non-Advancing Substitutable Lender from any liability it might have to Borrower or to the other Lenders as a result of its failure to make any such Loan.

Substitution of Lender. Should any Lender fail to make a Loan in violation of its obligations under this Agreement (a “Non-Advancing Lender”), Administrative Agent shall (a) in its sole discretion fund the Loan on behalf of the Non-Advancing Lender or (b) if requested by Borrower, cooperate and consult with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and Borrower (unless an Event of Default shall have occurred and is continuing) and that shall be willing to assume the Non-Advancing Lender’s obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Lender hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing Lender’s obligations (including its Loan Commitments) under this Agreement, and all interest and fees which would otherwise have been payable to the Non-Advancing Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 11.14 shall relieve the Non-Advancing Lender from any liability it might have to Borrower or to the other Lenders as a result of its failure to make any Loan.

Substitution of Lender. Should any Lender fail to make a Loan in violation of its obligations under this Agreement (a “"Non-Advancing Lender”Bank"), Administrative Agent shall (a) in its sole discretion fund the Loan on behalf of the Non-Advancing Lender Bank, or (b) cooperate and consult with Borrower or any other Lender to find another Person that shall be acceptable to Administrative Agent and Borrower (unless an Event of Default shall have occurred and is continuing) and that shall be willing to assume the Non-Advancing Lender’s Bank's obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Lender Bank failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Lender Bank hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to Administrative Agent of an agreement acceptable to Administrative Agent and Borrower by such Person assuming the Non-Advancing Lender’s Bank's obligations (including its Commitments) under this Agreement, and all interest and fees which would otherwise have been payable to the Non-Advancing Lender Bank shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 9.12 shall relieve the Non-Advancing Lender Bank from any liability it might have to Borrower or to the other Lenders as a result of its failure to make any Loan.

Substitution of Lender. Should any Lender fail to make a Loan Loan, or provide the forms or other documentation required by Section 2.4(g) in violation of its obligations under this Agreement Agreement, or be unable to make Loans due to an event occurring under Section 2.6(a) or be unable to make Loans due to an event occurring under Section 2.6(b), or claim increased costs under Section 2.6(c) or Section 2.6(d) (a “Non-Advancing "Substitutable Lender”"), the Administrative Agent shall (a) in its sole discretion fund the Loan on behalf of the Non-Advancing Substitutable Lender or (b) cooperate with Borrower or any other Lender to find another Person that shall be acceptable to the Administrative Agent and Borrower (unless an Event of Default shall have occurred and is continuing) and that shall be willing to assume the Non-Advancing Substitutable Lender’s 's obligations under this Agreement (including the obligation to make the Loan which the Non-Advancing Substitutable Lender failed to make but without assuming any liability for damages for failing to have made such Loan or any previously required Loan). Subject to the provisions of the next following sentence, such Person shall be substituted for the Non-Advancing Substitutable Lender hereunder upon the payment by such Person of all interest and fees owed to the Non-Advancing Lender and execution and delivery to the Administrative Agent of an agreement acceptable to the Administrative Agent and Borrower by such Person assuming the Non-Advancing Substitutable Lender’s 's obligations under this Agreement, and all interest and fees which would otherwise have been payable to the Non-Advancing Substitutable Lender shall thereafter be payable to such Person. Nothing in (and no action taken pursuant to) this Section 7.12 10.12 shall relieve the Non-Advancing Substitutable Lender from any liability it might have to Borrower or to the other Lenders as a result of its failure to make any such Loan.