Common use of Substitution of Lenders Clause in Contracts

Substitution of Lenders. If any Lender requests compensation from the Borrower under Section 2.09(a) or (b) or Section 2.11, the Borrower shall have the right, with the assistance of the Agents, to seek one or more Eligible Assignees (which may be one or more of the Lenders) reasonably satisfactory to the Administrative Agent and the Borrower to purchase the Advances and assume the Commitments of such Lender, and the Borrower, the Administrative Agent, such Lender, and such Eligible Assignees shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 8.07(a) hereof to effect the assignment of rights to and the assumption of obligations by such Eligible Assignees; provided that (i) such requesting Lender shall be entitled to compensation under Section 2.09 and 2.11 for any costs incurred by it prior to its replacement, (ii) no Event of Default, or Potential Event of Default, has occurred and is continuing, (iii) the Borrower has satisfied all of its obligations under the Loan Documents relating to such Lender, including without limitation obligations, if any, under Section 8.04(b) and (iv) the Borrower shall have paid the Administrative Agent a $3,500 administrative fee if such replacement Lender is not an existing Lender.

Substitution of Lenders. If In the event any Lender requests has demanded compensation from the Borrower under Section 2.09(aSECTION 2.14(b) or (b) or Section 2.11under SECTION 2.15 which compensation increases the effective lending rate of the Lender in excess of the rate of the other Lenders, the Borrower shall have the right, with right to substitute for such Lender (the assistance of the Agents, "Affected Lender") another financial institution which shall be reasonably acceptable to seek one or more Eligible Assignees (which may be one or more of the Lenders) reasonably satisfactory to the Administrative Agent and Requisite Lenders, for such Affected Lender to assume the Borrower Investment Capital Loan Commitment and Working Capital Loan Commitment of such Affected Lender and to purchase the Advances and assume the Commitments of such Lender, and the Borrower, the Administrative Agent, such Lender, and such Eligible Assignees shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 8.07(a) hereof to effect the assignment of rights to and the assumption of obligations by such Eligible Assignees; provided that (i) such requesting Lender shall be entitled to compensation under Section 2.09 and 2.11 for any costs incurred by it prior to its replacement, (ii) no Event of Default, or Potential Event of Default, has occurred and is continuing, (iii) the Borrower has satisfied all of its obligations under the Loan Documents relating to such Lender, including without limitation obligationsNotes, if any, of such Affected Lender. Such assumption and purchase shall be effected in accordance with SECTION 8.6 hereof and by execution and delivery of an Assignment and Acceptance described therein; provided, however, that the Affected Lender's obligation to assign and sell its Investment Capital Loan Commitment, Working Capital Loan Commitment and Notes, if any, shall be subject to the condition that all amounts owing to such Affected Lender (including principal, accrued and unpaid interest and fees, and all amounts owing to such Affected Lender under Section 8.04(bSECTIONS 2.14(b), 2.15 AND 8.4) and (iv) the Borrower shall have been paid the Administrative Agent a $3,500 administrative fee if such replacement Lender is not an existing Lenderin full.

Substitution of Lenders. If any Lender requests compensation from the Borrower under Section 2.09(a2.10(a) or (b) or Section 2.112.12 or if any Lender declines to extend its Commitment Termination Date pursuant to Section 2.16, the Borrower shall have the right, with the assistance of the Agents, to seek one or more Eligible Assignees (which may be one or more of the Lenders) reasonably satisfactory to the Administrative Agent Agents and the Borrower to purchase the Advances and assume the Commitments of such Lender, and the Borrower, the Administrative AgentAgents, such Lender, and such Eligible Assignees shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 8.07(a) hereof to effect the assignment of rights to and the assumption of obligations by such Eligible Assignees; provided that (i) such requesting Lender shall be entitled to compensation under Section 2.09 2.10 and 2.11 2.12 for any costs incurred by it prior to its replacement, (ii) no Event of Default, or Potential event which with the giving of notice or lapse of time or both would be an Event of Default, has occurred and is continuing, (iii) the Borrower has satisfied all of its obligations under the Loan Documents relating to such Lender, including without limitation obligations, if any, under Section 8.04(b) ), and (iv) the Borrower shall have paid the Administrative Agent a $3,500 3,000 administrative fee if such replacement Lender is not an existing Lender.

Substitution of Lenders. If Any Lender (a) claiming any Lender requests compensation from the Borrower under additional amounts payable pursuant to Section 2.09(a) 3.1, 3.2, or 3.5, (b) which gives a notice described in Section 3.3, or Section 2.11, the Borrower shall have the right, with the assistance (c) declining to approve of the Agents, to seek one or more Eligible Assignees (which may be one or more of the Lenders) reasonably satisfactory to the Administrative Agent and the Borrower to purchase the Advances and assume the Commitments of such Lender, and the Borrower, the Administrative Agent, such Lender, and such Eligible Assignees shall execute and deliver an appropriately completed Assignment and Acceptance Extension Request pursuant to Section 8.07(a) hereof to effect the assignment of rights to and the assumption of obligations by such Eligible Assignees; provided that (i) such requesting Lender shall be entitled to compensation under Section 2.09 and 2.11 for any costs incurred by it prior to its replacement2.20, (ii) shall, so long as no Event of Default, Default or Potential Event of Default, Unmatured Default has occurred and is continuing, (iii) upon the written request of the Borrower has satisfied delivered to such Lender and the Agent, assign, pursuant to and in accordance with the provisions of Section 12.3, all of its rights and obligations under this Agreement and under the Loan Documents relating to another Lender or to a commercial bank, other financial institution, commercial finance company or other business lender selected by the Borrower and reasonably acceptable to the Agent that (a) has agreed not to claim any additional amounts under Section 3.1, 3.2 or 3.5 with respect to some or all of the costs or regulatory charges that gave rise to such assigning Lender's claim for such compensation, (b) has not made a determination of the type described in Section 3.3, or (c) has not declined to approve of an Extension Request pursuant to Section 2.20, as applicable, in consideration for (a) the payment by such assignee to such assigning Lender of the principal of, and interest accrued and unpaid to the date of such assignment on, the Loans held by such assigning Lender, including without limitation obligations, if any, (b) the payment by the Borrower to such assigning Lender of any and all other amounts owing to such assigning Lender under Section 8.04(b) any provision of this Agreement accrued and unpaid to the date of such assignment and (ivc) the payment by the Borrower shall have paid the Administrative Agent to such assigning Lender of any amounts which would be payable to such Lender pursuant to Section 3.4 were such assignment treated as a $3,500 administrative fee if repayment of such replacement Lender is not an existing LenderLoans.

Substitution of Lenders. If any Lender requests compensation from the Borrower under Section 2.09(a2.10(a) or (b) or Section 2.112.12 or if any Lender declines to extend its Commitment Termination Date pursuant to Section 2.16, the Borrower shall have the right, with the assistance of the Agents, to seek one or more Eligible Assignees (which may be one or more of the Lenders) reasonably satisfactory to the Administrative Agent Agents and the Borrower to purchase the Advances and assume the Commitments of such Lender, and the Borrower, Borrower the Administrative AgentAgents, such Lender, and such Eligible Assignees shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 8.07(a) hereof to effect the assignment of rights to and the assumption of obligations by such Eligible Assignees; provided that (i) such requesting Lender shall be entitled to compensation under Section 2.09 2.10 and 2.11 2.12 for any costs incurred by it prior to its replacement, (ii) no Event of Default, or Potential event which with the giving of notice or lapse of time or both would be an Event of Default, has occurred and is continuing, (iii) the Borrower has satisfied all of its obligations under the Loan Documents relating to such Lender, including without limitation obligations, if any, under Section 8.04(b) ), and (iv) the Borrower shall have paid the Administrative Agent a $3,500 3,000 administrative fee if such replacement Lender is not an existing Lender.

Substitution of Lenders. If Notwithstanding anything to the contrary contained herein, if any Lender requests shall request compensation from the Borrower under Section 2.09(a) pursuant to Sections 3.6, 3.7 or (b) or Section 2.113.10, then, in each such case, provided that no Event of Default shall then exist and be continuing, the Borrower shall have the may require that such Lender transfer all of its right, with title and interest under the assistance of the Agents, Loan Documents to seek one or more Eligible Assignees (which may be one or more of the Lendersother Lenders (in the sole and absolute discretion of each such Lender) or any other Eligible Institution identified by the Borrower and reasonably satisfactory acceptable to the Administrative Agent and the Borrower Swing Line Lender (a "Substitute Lender"), if such Substitute Lender agrees to purchase assume all of the Advances and assume the Commitments obligations of such Lender, and the Borrower, the Administrative Agent, such Lender, and such Eligible Assignees shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 8.07(a) hereof to effect the assignment of rights to and the assumption of obligations by such Eligible Assignees; provided that (i) such requesting Lender shall be entitled to compensation under Section 2.09 and 2.11 for any costs incurred by it prior to its replacement, (ii) no Event of Default, or Potential Event of Default, has occurred and is continuing, (iii) the Borrower has satisfied all of its obligations under the Loan Documents relating for consideration equal to all principal, interest, Fees and other sums owing to such LenderLender under the Loan Documents, including without limitation obligations, if any, under Section 8.04(b) whether or not then otherwise due. Subject to the execution and (iv) delivery by the Borrower at its expense of a new Revolving Credit Note, an instrument of assignment and assumption, and such other documents as such Lender may reasonably require, such Substitute Lender shall have paid be a "Lender" for all purposes hereunder. Without prejudice to the Administrative Agent a $3,500 administrative fee if survival of any other agreement of the Borrower hereunder, the agreements of the Borrower contained in Sections 3.5, 3.6, 3.7, 11.7 and 11.20 (without duplication of any payments made to such replacement Lender is not an existing by the Borrower or the Substitute Lender) shall survive for the benefit of any Lender replaced under this Section with respect to the time prior to such replacement.

Substitution of Lenders. If any Lender requests compensation from the a Borrower under Section 2.09(a2.10 (a), (b), (c) or (bd) or Section 2.112.12, the either Borrower shall have the right, with the assistance of the AgentsApplicable Agent, to seek one or more Eligible Assignees (which may be one or more of the Lenders) reasonably satisfactory to the Administrative Applicable Agent and the such Borrower to purchase the Advances and assume the Commitments of such Lender, and in the Borrowercase of an Issuing Lender, the Administrative obligations of the Issuing Lender to Issue Letters of Credit, and the Borrowers, the Applicable Agent, such Lender, and such Eligible Assignees shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 8.07(a9.07(a) hereof to effect the assignment of rights to and the assumption of obligations by such Eligible Assignees; provided that (i) such requesting Lender shall be entitled to compensation under Section 2.09 2.10 and 2.11 2.12 for any costs incurred by it prior to its replacement, (ii) no Event of Default, Default or Potential Event of Default, Default has occurred and is continuing, (iii) the Borrower has applicable Borrowers have satisfied all of its obligations under the Loan Documents relating to such Lender, including without limitation obligations, if any, under Section 8.04(b9.04(b) and (iv) the Borrower applicable Borrowers shall have paid the Administrative Applicable Agent a $3,500 3,000 administrative fee if such replacement Lender is not an existing Lender.

Substitution of Lenders. If In the event any Lender requests has demanded compensation from the Borrower under Section 2.09(aSECTION 2.14(b) or (b) or Section 2.11under SECTION 2.15 which compensation increases the effective lending rate of the Lender in excess of the rate of the other Lenders, the Borrower shall have the right, with right to substitute for such Lender (the assistance of the Agents, "Affected Lender") another financial institution which shall be reasonably acceptable to seek one or more Eligible Assignees (which may be one or more of the Lenders) reasonably satisfactory to the Administrative Agent and Requisite Lenders, for such Affected Lender to assume the Borrower Investment Capital Loan Commitment and Working Capital Loan Commitment of such Affected Lender and to purchase the Advances and assume the Commitments of such Lender, and the Borrower, the Administrative Agent, such Lender, and such Eligible Assignees shall execute and deliver an appropriately completed Assignment and Acceptance pursuant to Section 8.07(a) hereof to effect the assignment of rights to and the assumption of obligations by such Eligible Assignees; provided that (i) such requesting Lender shall be entitled to compensation under Section 2.09 and 2.11 for any costs incurred by it prior to its replacement, (ii) no Event of Default, or Potential Event of Default, has occurred and is continuing, (iii) the Borrower has satisfied all of its obligations under the Loan Documents relating to such Lender, including without limitation obligationsNotes, if any, of such Affected Lender. Such assumption and purchase shall be effected in accordance with SECTION 8.6 hereof and by execution and delivery of an Assignment and Acceptance described therein; provided, however, that the Affected Lender's obligation to assign and sell its Investment Capital Loan Commitment, Working Capital Loan Commitment and Notes, if any, shall be subject to the condition that all amounts owing to such Affected Lender (including principal, accrued and unpaid interest and fees, and all amounts owing to such Affected Lender under Section 8.04(bSECTIONS 2.14(b), 2.15 and 8.4) and (iv) the Borrower shall have been paid the Administrative Agent a $3,500 administrative fee if such replacement Lender is not an existing Lenderin full.