Common use of Substitution of Lender Clause in Contracts

Substitution of Lender. If (a) the obligation of any Lender to make or ---------------------- Convert Loans into Eurodollar Rate Loans has been suspended pursuant to Section 2.06(b), (b) any Lender has demanded compensation under Section 3.05 or (c) any Lender has notified the Borrower that it is not capable of receiving payments without deduction or withholding pursuant to Section 3.06, the Borrower may replace such Lender by designating in a notice given to the Agent an Eligible Assignee to replace such Lender, which Eligible Assignee, if not already a Lender, shall be subject to the approval of the Issuer, which approval shall not be unreasonably withheld. If the Borrower so designates an Eligible Assignee, then the Agent shall give notice thereof to the Lender to be replaced, and thereupon, such Lender shall promptly consummate an assignment of such Lender's Commitment, Loans, Notes, participations in Letters of Credits and other rights and obligations hereunder relative to the Commitment of such Lender to such Eligible Assignee in accordance with Section 10.06. For purposes of Section 3.04(a), a Lender consummating an assignment pursuant to this Section 3.07 shall be deemed to have been paid on the effective date of such assignment all its Loans then being assigned.

Substitution of Lender. If (a) the obligation of any Lender to make or Loans ---------------------- Convert Loans into Eurodollar Rate Loans has been suspended pursuant to Section 2.06(b2.05(b) or a Lender is unable to Convert Eurodollar Loans into, or maintain Base Rate Loans in accordance with Section 2.05(b)(iii)(B), (b) any Lender has demanded compensation under Section 3.05 or (c) any Lender has notified the Borrower that it is not capable of receiving payments without deduction or withholding pursuant to Section 3.06, the Borrower may replace such Lender by designating in a notice given to the Agent an Eligible Assignee to replace such Lender, which Eligible Assignee, if not already a Lender, shall be subject to the approval of the Issuer, which approval shall not be unreasonably withheld. If the Borrower so designates an Eligible Assignee, then the Agent shall give notice thereof to the Lender to be replaced, and thereupon, such Lender shall promptly consummate an assignment of such Lender's Commitment, Loans, Notes, participations in Letters of Credits Notes and other rights and obligations hereunder relative to the Commitment of such Lender to such Eligible Assignee in accordance with Section 10.06. For purposes of Section 3.04(a), a Lender consummating an assignment pursuant to this Section 3.07 shall be deemed to have been paid on the effective date of such assignment all its Loans then being assigned.

Substitution of Lender. Section 3.07 of the Credit Agreement is amended in its entirety to read as follows: If (a) the obligation of any Lender to make or ---------------------- Convert Loans into Eurodollar Rate Loans has been suspended pursuant to Section 2.06(b), (b) any Lender has demanded compensation under Section 3.05 or 3.05, (c) any Lender has notified the Borrower that it is not capable of receiving payments without deduction or withholding pursuant to Section 3.06, or (d) any Lender fails to execute and deliver any consent, amendment or waiver to the Credit Agreement requested by the Borrower by a date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so), the Borrower may replace such Lender by designating in a notice given to the Agent an one or more Eligible Assignee Assignees to replace such Lender, which Eligible AssigneeAssignee(s), if not already a Lender, shall be subject to the approval of the IssuerIssuers and Agent, which approval shall not be unreasonably withheld. If the Borrower so designates an one or more Eligible AssigneeAssignees, then the Agent shall give notice thereof to the Lender to be replaced, and thereupon, such Lender shall promptly consummate an assignment of such Lender's Commitment, Loans, Notes, participations in Letters of Credits Credit and other rights and obligations hereunder relative to the Commitment of such Lender to such Eligible Assignee Assignee(s) (pro rata, if there is more than one Eligible Assignee, in accordance with the portions being assigned) in accordance with Section 10.06. For purposes of Section 3.04(a), a Lender consummating an assignment pursuant to this Section 3.07 shall be deemed to have been paid on the effective date of such assignment all its Loans then being assigned.

Substitution of Lender. If (a) the obligation of any Lender to make or ---------------------- Continue or Convert Loans into Eurodollar Rate Loans has been suspended pursuant to Section 2.06(b)SECTION 4.1(B) or 4.3, (b) any Lender has demanded compensation under Section 3.05 SECTIONS 4.1, 4.5, 4.6 or 4.7, (c) any Lender has notified the Borrower that it is not capable of receiving payments without deduction or withholding for taxes pursuant to Section 3.06SECTION 3.6, or (d) any individual Lender(s) has determined to exercise its rights under SUBCLAUSE (B) of CLAUSE (II) of the proviso to SECTION 5.1(B), the Borrower may replace such Lender by designating in a notice given to the Agent an Eligible Assignee to replace such Lender, which and the Agent may assist the Borrower in finding Eligible Assignee, if not already a Assignees willing to replace such Lender, shall be subject to the approval of the Issuer, which approval shall not be unreasonably withheld. If the Borrower so designates an Eligible Assignee, then the Agent shall give notice thereof to the Lender to be replaced, and thereuponthereupon and concurrently with the payment in full to such Lender of all amounts owed to such Lender, such Lender shall promptly consummate an assignment assignment, in accordance with SECTION 13.7, of such Lender's Commitment, Loans, Notes, participations in Letters of Credits and other rights and obligations hereunder relative to the Commitment of such Lender to such Eligible Assignee in accordance with Section 10.06. For purposes of Section 3.04(a), a Lender consummating an assignment pursuant to this Section 3.07 shall be deemed to have been paid on the effective date of such assignment all its Loans then being assignedLender.

Substitution of Lender. If (a) In the obligation of event that the Borrower becomes obligated to pay additional amounts to any Lender to make or ---------------------- Convert Loans into Eurodollar Rate Loans has been suspended pursuant to Section 2.06(b)Sections 2.10, (b) any Lender has demanded compensation under Section 3.05 2.12 or (c) any Lender has notified the Borrower that it is not capable of receiving payments without deduction or withholding pursuant to Section 3.062.16, the Borrower may replace may, within 60 days of the demand by such Lender by designating in a notice given to the Agent an Eligible Assignee to replace for such Lenderadditional amounts, which Eligible Assignee, if not already a Lender, shall be and subject to the approval consent of the Issuer, Agent (which approval consent shall not be unreasonably withheld. If the Borrower so designates ), designate an Eligible AssigneeAssignee to purchase the Loans of such Lender and such Lender's rights hereunder, then the Agent shall give notice thereof without recourse to or warranty by or expense to, such Lender, for a purchase price equal to the outstanding principal amount of such Lender's Loans plus any accrued but unpaid interest thereon and accrued but unpaid Facility Fees in respect of such Lender's Commitment and any other amounts payable to such Lender to be replacedhereunder, and thereuponto assume all the obligations of such Lender hereunder, and, upon such purchase, such Lender shall promptly consummate an assignment of such Lender's Commitmentno longer be a party hereto or have any rights hereunder (except those that survive full repayment hereunder) and shall be relieved from all obligations to the Borrower hereunder, Loans, Notes, participations in Letters of Credits and other the Eligible Assignee shall succeed to the rights and obligations hereunder relative to the Commitment of such Lender hereunder. The Borrower shall execute and deliver to such Eligible Assignee a Note. Notwithstanding anything herein to the contrary, in accordance with Section 10.06. For purposes of Section 3.04(a), the event that a Lender consummating an assignment is replaced pursuant to this Section 3.07 2.19, such Lender shall be deemed entitled to have receive the additional amounts to which it would be entitled pursuant to Sections 2.10, 2.12, 2.13 and 2.16 had it not been paid on the effective date of such assignment all its Loans then being assignedso replaced.

Substitution of Lender. (a) If (ai) the obligation of any Lender to make or ---------------------- Convert Loans into Eurodollar Rate convert Euro-Dollar Loans has been suspended pursuant to Section 2.06(b)8.02, (bii) any Lender has demanded compensation under Section 3.05 8.03 or 8.04 or (ciii) any Lender has notified becomes a Defaulting Lender or a Non-Consenting Lender (as defined below in Section 10.06(c)), then the Borrower that it is not capable of receiving payments without deduction or withholding pursuant may, on ten Domestic Business Days’ prior written notice to Section 3.06the Agent and such Lender, the Borrower may replace such Lender by designating in a notice given causing such Lender to the Agent an Eligible Assignee to replace (and such Lender, which Eligible Assignee, if not already a Lender, Lender shall be obligated to) assign pursuant and subject to the approval Section 10.06(b), seek a mutually satisfactory substitute lender or lenders (which may be one or more of the IssuerLenders, which approval but who shall not be unreasonably withheld. If the Borrower so designates in any event an Eligible Assignee) to purchase the Notes and assume the outstanding Loans, then the Agent shall give notice thereof to Commitment (if any) and the Lender to be replaced, and thereupon, such Lender shall promptly consummate an assignment Letter of Credit Liabilities (if any) of such Lender's Commitment, Loans, Notes, participations . Each such Lender agrees to assign pursuant to Section 10.06(b) (with the assignment fee to be paid by the Borrower in Letters such instance) all of Credits and other its rights and obligations hereunder relative under this Agreement and the other Loan Documents, including outstanding Loans, its Revolving Commitment (if any), its Notes and its participations in Letter of Credit Liabilities and Swing Loans, to one or more Eligible Assignees; provided that neither the Agent nor any Lender shall have any obligation to the Commitment of Borrower to find any such Lender to such Eligible Assignee in accordance with Section 10.06. For purposes of Section 3.04(a), a Lender consummating an assignment pursuant to this Section 3.07 shall be deemed to have been paid on the effective date of such assignment all its Loans then being assignedreplacement Lender.

Substitution of Lender. If (a) the obligation of any Lender to make or ---------------------- Convert Loans into Eurodollar Rate Loans has been suspended pursuant to Section 2.06(b), (b) any Lender has demanded compensation under Section 3.05 or (c) any Lender has notified the Borrower that it is not capable of receiving payments without deduction or withholding pursuant to Section 3.06, the Borrower may replace such Lender by designating in a notice given to the Agent an Eligible Assignee to replace such Lender, which Eligible Assignee, if not already a Lender, shall be subject to the approval of the IssuerIssuers and Agent, which approval shall not be unreasonably withheld. If the Borrower so designates an Eligible Assignee, then the Agent shall give notice thereof to the Lender to be replaced, and thereupon, such Lender shall promptly consummate an assignment of such Lender's Commitment, Loans, Notes, participations in Letters of Credits Credit and other rights and obligations hereunder relative to the Commitment of such Lender to such Eligible Assignee in accordance with Section 10.06. For purposes of Section 3.04(a), a Lender consummating an assignment pursuant to this Section 3.07 shall be deemed to have been paid on the effective date of such assignment all its Loans then being assigned.

Substitution of Lender. If (a) the obligation of any Lender to make or ---------------------- Continue or Convert Loans into Eurodollar Rate Loans has been suspended pursuant to Section 2.06(b)4.1(b) or 4.3, (b) any Lender has demanded compensation under Section 3.05 Sections 4.1, 4.5, 4.6 or 4.7, or (c) any Lender has notified the Borrower that it is not capable of receiving payments without deduction or withholding for taxes pursuant to Section 3.063.6, the Borrower may replace such Lender by designating in a notice given to the Agent an Eligible Assignee to replace such Lender, which and the Agent may assist the Borrower in finding Eligible Assignee, if not already a Assignees willing to replace such Lender, shall be subject to the approval of the Issuer, which approval shall not be unreasonably withheld. If the Borrower so designates an Eligible Assignee, then the Agent shall give notice thereof to the Lender to be replaced, and thereuponthereupon and concurrently with the payment in full to such Lender of all amounts owed to such Lender, such Lender shall promptly consummate an assignment assignment, in accordance with Section 13.7, of such Lender's Revolving Credit Loans Commitment, Loans, Notes, participations in Letters of Credits and other rights and obligations hereunder relative to the Revolving Loans Commitment of such Lender to such Eligible Assignee in accordance with Section 10.06. For purposes of Section 3.04(a), a Lender consummating an assignment pursuant to this Section 3.07 shall be deemed to have been paid on the effective date of such assignment all its Loans then being assignedLender.

Substitution of Lender. If (a) the obligation of any Lender to make or ---------------------- Convert Loans into Eurodollar Rate Euro-Currency Loans has been suspended pursuant to Section 2.06(b10.02 (or the obligation to accept Bankers’ Acceptances has been suspended pursuant to Section 3.02(h), (b) or any Lender has demanded and is continuing to demand compensation under Section 3.05 4.16 or (cSection 10.03(a) any Lender has notified the Borrower that it is not capable of receiving payments without deduction or withholding pursuant to 10.03(b) or Section 3.0610.04, the affected Borrower may replace such Lender by designating in a notice given elect to substitute another financial institution (or financial institutions) (which may be one or more of the Agent an Eligible Assignee to replace Lenders) for such Lender, which Eligible Assigneewhereupon such Borrower shall so notify the Administrative Agent, if not already a each Issuing Lender and such Lender, shall be subject . If the Issuing Lenders advise the Administrative Agent that they consent to the approval 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 IssuerLender demanding compensation; provided that, which approval 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 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 unreasonably withheld. If the Borrower so designates an Eligible Assignee, then the Agent shall give notice thereof deprived of any of its rights or released from any of its obligations under this Agreement with respect to any period prior to the Lender to be replaced, and thereupon, date on which such Lender shall promptly consummate an assignment of such Lender's Commitment, Loans, Notes, participations in Letters of Credits and other rights and obligations hereunder relative to the Commitment of such Lender to such Eligible Assignee in accordance with Section 10.06. For purposes of Section 3.04(a), a Lender consummating an assignment pursuant to this Section 3.07 shall be deemed to have been paid on the effective date of such assignment all its Loans then being assignedsubstitution becomes effective.

Substitution of Lender. If (a) the obligation of any Lender to make or ---------------------- Convert Loans into Eurodollar Rate Loans has been suspended pursuant to Section 2.06(b2.05(b) or a Lender is unable to Convert Eurodollar Loans into, or maintain Base Rate Loans in accordance with Section 2.05(b)(iii)(B), (b) any Lender has demanded compensation under Section 3.05 or (c) any Lender has notified the Borrower that it is not capable of receiving payments without deduction or withholding pursuant to Section 3.06, the Borrower may replace such Lender by designating in a notice given to the Agent an Eligible Assignee to replace such Lender, which Eligible Assignee, if not already a Lender, shall be subject to the approval of the IssuerAgent, which approval shall not be unreasonably withheld. If the Borrower so designates an Eligible Assignee, then the Agent shall give notice thereof to the Lender to be replaced, and thereupon, such Lender shall promptly consummate an assignment of such Lender's Commitment, Loans, Notes, participations in Letters of Credits Notes and other rights and obligations hereunder relative to the Commitment of such Lender to such Eligible Assignee in accordance with Section 10.06. For purposes of Section 3.04(a), a Lender consummating an assignment pursuant to this Section 3.07 shall be deemed to have been paid on the effective date of such assignment all its Loans then being assigned.

Substitution of Lender. If (a) the obligation of any Lender to make or ---------------------- Convert Loans into Eurodollar Rate Loans has been suspended pursuant to Section 2.06(b), (b) any Lender has demanded compensation under Section 3.05 or (c) any Lender has notified the Borrower that it is not capable of receiving payments without deduction or withholding pursuant to Section 3.06, the Borrower may replace such Lender by designating in a notice given to the Agent an Eligible Assignee to replace such Lender, which Eligible Assignee, if not already a Lender, shall be subject to the approval of the IssuerIssuers and Agent, which approval shall not be unreasonably withheld. If the Borrower so designates an Eligible Assignee, then the Agent shall give notice thereof to the Lender to be replaced, and thereupon, such Lender shall promptly consummate an assignment of such Lender's ’s Commitment, Loans, Notes, participations in Letters of Credits Credit and other rights and obligations hereunder relative to the Commitment of such Lender to such Eligible Assignee in accordance with Section 10.06. For purposes of Section 3.04(a), a Lender consummating an assignment pursuant to this Section 3.07 shall be deemed to have been paid on the effective date of such assignment all its Loans then being assigned.