Common use of Replacement Lender Clause in Contracts

Replacement Lender. In the event any Lender (a) seeks additional compensation pursuant to any of Sections 3.01 or 3.04 or (b) is restricted from making any Loan (other than an Offshore Currency Loan by an Offshore Currency Participating Lender) under this Agreement, or (c) fails to approve any amendment, waiver or consent requested by the Loan Parties pursuant to Section 10.01 that has received the written approval of not less than the Required Lenders but also requires the approval of such Lender (in any such instance, a "Restricted Lender"), so long as the Company has obtained a commitment (in an amount not less than the sum of the Revolving Credit Commitment and the Pro Rata Term Share of the Term Loan of the Restricted Lender) from another Lender or an Eligible Assignee to become a Lender for all purposes hereunder (such Lender referred to as the "Replacement Lender"), the Company may cause such Restricted Lender to be replaced by, and to assign all its rights and obligations under this Agreement (including its Revolving Credit Commitment and the Loans) pursuant to Section 10.07, to such Replacement Lender that is reasonably acceptable to the Administrative Agent. Such Restricted Lender agrees to execute and to deliver to the Administrative Agent an Assignment and Assumption Agreement with such Replacement Lender as provided in Section 10.07 upon payment at par of all principal, interest, fees and other amounts owing under this Agreement to such Restricted Lender, and the Company shall pay to the Administrative Agent the processing fee required by Section 10.07 in connection with such assignment.

Replacement Lender. In If a Lender exercises its rights under Section 12.1(b), Section 12.2 or Section 12.3, or if the event Borrower is required under Section 6.2(e) to deduct any Lender (a) seeks additional compensation pursuant withholding Taxes in respect of amounts owing to any Lender, or if a Lender becomes a Defaulting Lender, the Borrower may, treating each affected Lender rateably and in the same manner as other Lenders subject to similar circumstances, replace such Lender by reaching satisfactory arrangements with one or more existing Lenders or new Lenders that are acceptable to the Agent, acting reasonably, for the purchase of Sections 3.01 or 3.04 or such Lender's Commitments as long as (bi) is restricted from making any Loan such purchasing Lender unconditionally offers in writing (other than an Offshore Currency Loan by an Offshore Currency Participating Lenderwith copy to the Agent) to purchase all of the rights and obligations of the Lender being replaced under this AgreementAgreement including all outstanding Loans owed to such Lender for a purchase price equal to the aggregate Loan Indebtedness owed to the Lender being replaced (payable in immediately available funds), or (cii) fails to approve any amendment, waiver or consent requested by the Loan Parties obligations of the Borrower owing pursuant to Section 10.01 that has received the written approval of not less than the Required Lenders but also requires the approval of such Lender (in any such instance, a "Restricted Lender"6.2(e), so long as Section 12.1 and Section 12.3 to the Company has obtained a commitment Lender being replaced are paid in full to the Lender being replaced concurrently with such replacement, (iii) all requirements set forth in Article 15 with respect to such assignment are complied with, including entering into of an amount not less than Assignment Agreement and the sum payment by the purchasing Lender to the Agent (for the Agent's own account) of the Revolving Credit Commitment and the Pro Rata Term Share of the Term Loan of the Restricted Lender) from another Lender or an Eligible Assignee to become a Lender for all purposes hereunder (such Lender referred to as the "Replacement Lender"), the Company may cause such Restricted Lender to be replaced by, and to assign all its rights and obligations under this Agreement (including its Revolving Credit Commitment and the Loans) pursuant to Section 10.07, to such Replacement Lender that is reasonably acceptable to the Administrative Agent. Such Restricted Lender agrees to execute and to deliver to the Administrative Agent an Assignment and Assumption Agreement with such Replacement Lender as provided assignment fee contemplated in Section 10.07 upon payment at par of all principal, interest, fees and other amounts owing under this Agreement to such Restricted Lender, and the Company shall pay to the Administrative Agent the processing fee required by Section 10.07 in connection with such assignment15.1(b).

Replacement Lender. In If a Lender exercises its rights under Section 12.1(b), Section 12.2 or Section 12.3, or if the event Borrower is required under Section 6.2(e) to deduct any Lender (a) seeks additional compensation pursuant withholding Taxes in respect of amounts owing to any Lender, or if a Lender becomes a Defaulting Lender, the Borrower may, treating each affected Lender rateably and in the same manner as other Lenders subject to similar circumstances, replace such Lender by reaching satisfactory arrangements with one or more existing Lenders or new Lenders that are acceptable to the Agent, acting reasonably, for the purchase of Sections 3.01 or 3.04 or such Lender’s Commitments as long as (bi) is restricted from making any Loan such purchasing Lender unconditionally offers in writing (other than an Offshore Currency Loan by an Offshore Currency Participating Lenderwith copy to the Agent) to purchase all of the rights and obligations of the Lender being replaced under this AgreementAgreement including all outstanding Loans owed to such Lender for a purchase price equal to the aggregate Loan Indebtedness owed to the Lender being replaced (payable in immediately available funds), or (cii) fails to approve any amendment, waiver or consent requested by the Loan Parties obligations of the Borrower owing pursuant to Section 10.01 that has received the written approval of not less than the Required Lenders but also requires the approval of such Lender (in any such instance, a "Restricted Lender"6.2(e), so long as Section 12.1 and Section 12.3 to the Company has obtained a commitment Lender being replaced are paid in full to the Lender being replaced concurrently with such replacement, (iii) all requirements set forth in Article 15 with respect to such assignment are complied with, including entering into of an amount not less than Assignment Agreement and the sum payment by the purchasing Lender to the Agent (for the Agent’s own account) of the Revolving Credit Commitment and the Pro Rata Term Share of the Term Loan of the Restricted Lender) from another Lender or an Eligible Assignee to become a Lender for all purposes hereunder (such Lender referred to as the "Replacement Lender"), the Company may cause such Restricted Lender to be replaced by, and to assign all its rights and obligations under this Agreement (including its Revolving Credit Commitment and the Loans) pursuant to Section 10.07, to such Replacement Lender that is reasonably acceptable to the Administrative Agent. Such Restricted Lender agrees to execute and to deliver to the Administrative Agent an Assignment and Assumption Agreement with such Replacement Lender as provided assignment fee contemplated in Section 10.07 upon payment at par of all principal, interest, fees and other amounts owing under this Agreement to such Restricted Lender, and the Company shall pay to the Administrative Agent the processing fee required by Section 10.07 in connection with such assignment15.1(b).

Replacement Lender. In the event Borrowers shall be permitted to replace any Lender that (a) seeks additional compensation requests reimbursement for amounts owing pursuant to any Section 2.08 or gives a notice of Sections 3.01 or 3.04 illegality pursuant to Section 2.10 or (b) is restricted from making defaults in its obligation to make Loans, with a replacement financial institution; provided that (i) no Event of Default shall have occurred and be continuing at the time of such replacement, (ii) prior to any Loan (other than an Offshore Currency Loan by an Offshore Currency Participating Lender) under this Agreementsuch replacement, or (c) fails such Lender shall have taken no action to approve any amendment, waiver or consent requested by eliminate the Loan Parties continued need for payment of amounts owing pursuant to Section 10.01 that has received 2.08 or to eliminate the written approval of not less than the Required Lenders but also requires the approval of such Lender (in any such instance, a "Restricted Lender"), so long as the Company has obtained a commitment (in an amount not less than the sum of the Revolving Credit Commitment and the Pro Rata Term Share of the Term Loan of the Restricted Lender) from another Lender or an Eligible Assignee to become a Lender for all purposes hereunder (such Lender illegality referred to as the "Replacement Lender"), the Company may cause in such Restricted Lender to be replaced by, and to assign all its rights and obligations under this Agreement (including its Revolving Credit Commitment and the Loans) notice of illegality given pursuant to Section 10.072.10, (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such Replacement replaced Lender that is reasonably on or prior to the date of replacement, (iv) the replacement financial institution, if not already a Lender, shall be acceptable to the Administrative Agent. Such Restricted Agent in its sole discretion and Administrative Agent shall have received 15 days prior written notice of such replacement, (v) the replaced Lender agrees shall be obligated to execute and make such replacement in accordance with the provisions of Section 12.07, (vi) the Borrower shall pay all additional amounts (if any) required pursuant to deliver Sections 2.08 or 2.10, as the case may be, in respect of any period prior to the Administrative Agent an Assignment and Assumption Agreement with date on which such Replacement Lender as provided in Section 10.07 upon payment at par of all principal, interest, fees and other amounts owing under this Agreement to such Restricted Lenderreplacement shall be consummated, and (vii) any such replacement shall not be deemed to be a waiver of any rights that the Company Borrowers, the Agents, or any other Lender shall pay to have against the Administrative Agent the processing fee required by Section 10.07 in connection with such assignmentreplaced Lender.

Replacement Lender. In If a Lender exercises its rights under Section 12.1(b) or Section 12.3, or if the event Borrower is required under Section 6.2(e) to deduct any Lender (a) seeks additional compensation pursuant withholding Taxes in respect of amounts owing to any Lender, or if a Lender becomes a Defaulting Lender, the Borrower may, treating each affected Lender rateably and in the same manner as other Lenders subject to similar circumstances, replace such Lender by reaching satisfactory arrangements with one or more existing Lenders or new Lenders that are acceptable to the Agent, acting reasonably, for the purchase of Sections 3.01 or 3.04 or such Lender’s Commitments as long as (bi) is restricted from making any Loan such purchasing Lender unconditionally offers in writing (other than an Offshore Currency Loan by an Offshore Currency Participating Lenderwith copy to the Agent) to purchase all of the rights and obligations of the Lender being replaced under this AgreementAgreement including all outstanding Loans owed to such Lender for a purchase price equal to the aggregate Loan Indebtedness owed to the Lender being replaced (payable in immediately available funds), or (cii) fails to approve any amendment, waiver or consent requested by the Loan Parties obligations of the Borrower owing pursuant to Section 10.01 that has received the written approval of not less than the Required Lenders but also requires the approval of such Lender (in any such instance, a "Restricted Lender"6.2(e), so long as Section 12.1 and Section 12.3 to the Company has obtained a commitment Lender being replaced are paid in full to the Lender being replaced concurrently with such replacement, (iii) all requirements set forth in Article 15 with respect to such assignment are complied with, including entering into of an amount not less than Assignment Agreement and the sum payment by the purchasing Lender to the Agent (for the Agent’s own account) of the Revolving Credit Commitment and the Pro Rata Term Share of the Term Loan of the Restricted Lender) from another Lender or an Eligible Assignee to become a Lender for all purposes hereunder (such Lender referred to as the "Replacement Lender"), the Company may cause such Restricted Lender to be replaced by, and to assign all its rights and obligations under this Agreement (including its Revolving Credit Commitment and the Loans) pursuant to Section 10.07, to such Replacement Lender that is reasonably acceptable to the Administrative Agent. Such Restricted Lender agrees to execute and to deliver to the Administrative Agent an Assignment and Assumption Agreement with such Replacement Lender as provided assignment fee contemplated in Section 10.07 upon payment at par of all principal, interest, fees and other amounts owing under this Agreement to such Restricted Lender, and the Company shall pay to the Administrative Agent the processing fee required by Section 10.07 in connection with such assignment15.1(b).