Common use of Affected Lenders Clause in Contracts

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, (c) a Lender becomes a Non-Consenting Lender, or (d) a Lender has become a Defaulting Lender then, so long as there does not then exist any Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee. Each of the Administrative Agent and the Affected Lender shall reasonably cooperate

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.15.1., or is a Lender that sold a participation to a Participant that requests compensation pursuant to Section 3.10. or 5.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 4.1.(b5.1.(c), 5.2.(a) or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, Sections or (c) a Lender becomes a Non-Consenting Lender, or (d) a Lender has become a Defaulting Lender then, so long as there does not then exist any Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitment Commitments and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5.(b13.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible AssigneeAssignee or (ii) pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender, plus the aggregate amount of payments previously made by the Affected Lender under Section 2.4.(j) that have not been repaid, plus any accrued but unpaid interest and accrued but unpaid fees owing to the Affected Lender (or such other amount as may be mutually agreed upon by the Borrower and such Affected Lender), and by written notice to such Affected Lender, terminate such Affected Lender’s Commitment, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents (but shall continue to be entitled to the benefits of Sections 3.10., 5.1., 5.4., 13.2. and 13.9. and the other provisions of this Agreement and the other Loan Documents as provided in Section 13.10. with respect to facts and circumstances occurring prior to the effective date of such payment). Each of the Administrative Agent Agent, the Borrower and the Affected Lender shall reasonably cooperatecooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender, any other Lender or any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders; provided, however, notwithstanding anything to the contrary in this Agreement, the Borrower shall not be obligated to reimburse or otherwise pay an Affected Lender’s administrative or legal costs incurred as a result of the Borrower’s exercise of its rights under this Section. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement (including, without limitation, pursuant to Sections 3.10., 5.1. or 5.4.) with respect to any period up to the date of replacement. In connection with any such assignment under this Section 5.6., such Affected Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption; provided that if such Affected Lender fails to execute such documents within one Business Day of request by the Borrower, such assignment shall be effective without any further action by such Affected Lender.

Affected Lenders. If Each of the Affected Lenders (ai) confirms that it has received a Lender requests compensation pursuant copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.10. or 4.1., 5.06 thereof and the Requisite Lenders are not also doing the same, or (b) the obligation of any Lender such other documents and information as it has deemed appropriate to make LIBOR Loans or its own credit analysis and decision to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sectionsenter into this Agreement, (cii) a Lender becomes a Non-Consenting Lenderagrees that it will, or (d) a Lender has become a Defaulting Lender then, so long as there does not then exist independently and without reliance upon any Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, Administrative Agent or any other amount Lender and based on such documents and information at it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Administrative Agents to take such action as may be mutually agreed upon agents on its behalf and to exercise such powers under the Loan Documents as are delegated to the such Administrative Agents by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) represents that the execution and delivery of this Agreement by such Affected Lender and Eligible Assignee. Each is duly authorized, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (vi) if the Affected Lender is a new lender, agrees that it has sent to the Administrative Agent an Administrative Questionnaire which sets forth its correct payment instructions, notice instructions, and Lending Offices, (vii) if the Affected Lender shall reasonably cooperateis a Foreign Lender, attaches the forms required under Section 2.14 of the Credit Agreement, and (viii) if the Affected Lender is a new lender, represents that it is an Eligible Assignee.

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. 3.10 or 4.1.5.1, and the Requisite Lenders are not also doing the same, or (b) the obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 4.1.(b5.1(c) or 4.3. 5.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender becomes a Non-Consenting does not vote in favor of any amendment, modification or waiver to this Agreement or any other Loan Document which, pursuant to Section 13.7, requires the vote of such Lender, and the Requisite Lenders or (d) a Lender has become a Defaulting Lender thenRequisite Class Lenders, so long as there does not applicable, shall have voted in favor of such amendment, modification or waiver, then exist any Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5.(b13.6 (b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus Lender (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4.(j) that have not been repaid, plus (z) including any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee. Each of the Administrative Agent and the Affected Lender shall reasonably cooperateamounts payable under

Affected Lenders. If (a) a Lender requests compensation pursuant to Section 3.10. or 4.15.1., and the Requisite Lenders are not also doing the same, or (b) the obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 4.1.(b5.1.(c) or 4.35.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, (c) a Lender becomes a Non-Consenting Lender, or (d) a Lender has become a Defaulting Lender then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Term Loan Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5.(b13.6.(b) for a purchase price equal to (x) the aggregate principal balance of all the Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.4.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee. Each of the Administrative Agent and the Affected Lender shall reasonably cooperatecooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any titled agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible