Common use of Substitution of Lenders Clause in Contracts

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “Affected Lender”) of a claim for compensation under Section 3.6, the Borrower may: (i) request the Affected Lender to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Lender’s Loans and Commitment (a “Replacement Lender”); (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment (but no other Lender shall be required to do so); or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (ii) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower from the Fronting Bank or any Lender (an “Affected Lender”) of a claim for compensation under Section 3.63.1, 3.2 or 3.3 the Borrower may: (ia) request the Affected Lender to use its best reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Lender’s Loans Credit Extensions and Commitment (a “Replacement Substitute Lender”); (iib) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans Credit Extensions and Commitment (but no other Lender shall be required to do so)Commitment; or (iiic) designate a Replacement Substitute Lender. Any such designation of a Replacement Substitute Lender under clause (iia) or (iiib) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “"Affected Lender”") of a claim for compensation under Section 3.6, the Borrower may: (i) request the Affected Lender to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Lender’s 's Loans and Commitment (a “"Replacement Lender”"); (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s 's Loans and Commitment (but no other Lender shall be required to do so); or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (ii) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “"Affected Lender”") of a claim for compensation under Section 3.63.1, 3.2, 3.3 or 3.5 the Borrower may: (i) request the Affected Lender to use its best reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Lender’s 's Loans and Commitment (a “Replacement "Substitute Lender”"); (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s 's Loans and Commitment (but no other Lender shall be required to do so)Commitment; or (iii) designate a Replacement Substitute Lender. Any such designation of a Replacement Substitute Lender under clause (iii) or (iii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “"Affected Lender”") of a claim for compensation under Section 3.63.1, 3.2 or 3.3 the Borrower may: (i) request the Affected Lender to use its best reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Lender’s 's Loans and Commitment (a “Replacement "Substitute Lender”"); (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s 's Loans and Commitment (but no other Lender shall be required to do so)Commitment; or (iii) designate a Replacement Substitute Lender. Any such designation of a Replacement Substitute Lender under clause (iii) or (iii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “"Affected Lender”") of a claim for compensation under Section 3.6, the Borrower may: (i) request the Affected Lender to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Lender’s 's Loans and Commitment (a “"Replacement Lender”"); (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s 's Loans and Commitment (but no other Lender shall be required to do so)Commitment; or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (ii) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld).

Substitution of Lenders. . Upon the receipt by the Borrower from any Lender (an “Affected Lender”) of a claim for compensation under Section 3.6, the Borrower may: (i) request the Affected Lender to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Lender’s Loans and Commitment (a “Replacement Lender”); (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment (but no other Lender shall be required to do so); or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (ii) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “"Affected Lender”") of a claim for compensation under Section 3.63.3, the Borrower may: (i) request the Affected Lender to use its best efforts to obtain a replacement bank lender or financial institution satisfactory to the Borrower and to the Administrative Agent (a "Replacement Lender") to acquire and assume all or a ratable part of all of such Affected Lender’s Loans and Commitment (a “Replacement Lender”)'s Loans; (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment (but no other Lender shall be required to do so)'s Loans; or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (iii) or (iii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower from ------------------------ the Fronting Bank or any Lender (an “"Affected Lender”") of a claim for compensation under Section 3.63.1, 3.2 or 3.3 the Borrower may: (ia) request the Affected Lender to use its best reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Lender’s Loans 's Credit Extensions and Commitment (a “Replacement "Substitute Lender”"); (iib) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans 's Credit Extensions and Commitment (but no other Lender shall be required to do so)Commitment; or (iiic) designate a Replacement Substitute Lender. Any such designation of a Replacement Substitute Lender under clause (iia) or (iiib) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower Parent from any Lender (an “Affected Lender”) of a claim for compensation under Section 3.64.01 or 4.02, the Borrower Parent may: (ia) request the Affected Lender to to, use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrower Parent, to acquire and assume all or a ratable part of all of such Affected Lender’s Loans and Commitment Commitments (a “Replacement Lender”); (iib) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment (but no other Lender shall be required to do so)Commitments; or (iiic) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (iia) or (iiic) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “"Affected Lender”") of a claim for compensation under Section 3.61.1.5.6 or in the case any withholding liability arises under Section 1.5.4, the Borrower may: (i) request the Affected Lender to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Lender’s Loans 's Advances and Commitment (a “"Replacement Lender”"); (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans 's Advances and Commitment (but no other Lender shall be required to do so)Commitment; or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (iii) or (iii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower Borrowers from any Lender (an “"Affected Lender”") of a claim for compensation under Section 3.64.3, the Borrower Borrowers may: (i) request the Affected Lender to use its best efforts to obtain a replacement bank Lender or financial institution satisfactory to the Borrower Borrowers to acquire and assume all or a ratable part of all of such Affected Lender’s 's Loans and Commitment (a “"Replacement Lender”"); (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s 's Loans and Commitment (but no other Lender shall be required to do so)Commitment; or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (iii) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower Company from any Lender (an “------------------------ "Affected Lender”") of a claim for compensation under Section 3.64.1 or 4.3, the Borrower ----------- --- Company may: (i) request the Affected Lender to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrower Company to acquire and assume all or a ratable part of all of such Affected Lender’s 's Loans and Commitment (a “"Replacement Lender”"); (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s 's Loans and Commitment (but no other Lender shall be required to do so)Commitment; or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (iii) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower Borrowers from any Lender (an “"Affected Lender”") of a claim for compensation under Section pursuant to SECTIONS 3.1, 3.3, 3.5 or 3.6, the Borrower Borrowers may: (ia) request the Affected Lender to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrower Borrowers to acquire and assume all or a ratable part of all of such Affected Lender’s 's Loans and Commitment Commitments (a “"Replacement Lender”"); , (iib) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s 's Loans and Commitment (but no other Lender shall be required to do so); Commitments or (iiic) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (iia) or (iiic) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheldwithheld or delayed).

Substitution of Lenders. Upon the receipt by the Borrower Company from any Lender (an “Affected Lender”) of a claim for compensation under Section 3.64.01 or 4.02, the Borrower Company may: (ia) request the Affected Lender to to, use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrower Company, to acquire and assume all or a ratable part of all of such Affected Lender’s Loans and Commitment Commitments (a “Replacement Lender”); (iib) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment (but no other Lender shall be required to do so)Commitments; or (iiic) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (iia) or (iiic) shall be subject to the prior written consent of the Administrative Agent and each Issuing Lender having any outstanding Letters of Credit (which consent consents shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower Company from any Lender (an “"Affected Lender”") of a claim for compensation under Section 3.64.02, --------------- ------------ the Borrower Company may: (ia) request the Affected Lender to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrower Company, to acquire and assume all or a ratable part of all of such Affected Lender’s 's Loans and Commitment Commitments (a “"Replacement Lender”"); (iib) request one or more of the ------------------ other Lenders to acquire and assume all or part of such Affected Lender’s 's Loans and Commitment (but no other Lender shall be required to do so)Commitments; or (iiic) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (iia) or (iiic) shall be subject to the prior - written consent of the Administrative Agent and each Issuing Lender having any outstanding Letters of Credit (which consent consents shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “"Affected Lender”") of a claim for compensation under Section 3.63.03, the Borrower may: (i) request the Affected Lender to use its best commercially reasonable efforts to to obtain a replacement bank or financial institution satisfactory to the Borrower and to the Agent (a "Replacement Lender") to acquire and assume all or a ratable part of all of such Affected Lender’s 's Loans and Commitment (a “Replacement Lender”); (iiCommitment;(ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s 's Loans and Commitment (but no other Lender shall be required to do so)Commitment; or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (iii) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “"Affected Lender”") of a claim for compensation under Section 3.6SECTIONS 5.9, 6.1.1(D), 6.2 or 6.3, the Borrower may: (i) request the Affected Lender to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrower and to the Agent (a "Replacement Lender") to acquire and assume all or a ratable part of all of such Affected Lender’s Loans 's Credit Extensions and Commitment (a “Replacement Lender”); Commitments, (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans 's Credit Extensions and Commitment (but Commitments, provided that no such other Lender shall be required have any obligation whatsoever, under any circumstances, to do so); or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (iii) or (iii) of this Section shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower Company from any Lender (an “"Affected Lender”") of a claim for compensation under Section 3.6, 3.1 or 3.2 (which claim results from circumstances applicable to such Lender and not Lenders generally) the Borrower Company may: (i) request the Affected Lender to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrower Company to acquire and assume all or a ratable part of all of such Affected Lender’s 's Loans and Commitment (a “"Replacement Lender”"); (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s 's Loans and Commitment (but no other Lender shall be required to do so)Commitment; or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (iii) or (iii) shall be subject to the prior written consent of the Agent and the Swing Line Lender (which consent consents shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “"Affected Lender”") of a claim for compensation under Section 3.65.2, 5.3 or 5.4, the Borrower may: (i) request the Affected Lender to use cooperate with the Borrower in its best efforts to obtain a replacement bank lender or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Lender’s 's Loans and Commitment (a “"Replacement Lender”"); (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment (but no other Lender shall be required to do so)'s Loans; or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (iii) or (iii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld).

Substitution of Lenders. Upon the receipt by the Borrower from any Lender (an “"Affected Lender”") of a claim for compensation under Section 3.6, the Borrower may: (i) request the Affected Lender to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Lender’s 's Loans and Commitment (a “"Replacement Lender”"); (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Lender s Loans and Commitment (but no other Lender shall be required to do so); or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (ii) or (iii) shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld).