Common use of Replacement Lender Clause in Contracts

Replacement Lender. In the event any Lender seeks additional compensation pursuant to any of Sections 2.18 through 2.23 or is restricted from making any Fixed Rate Loan under this Agreement (a "Restricted Lender"), so long as no Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes hereunder, Company may cause such Restricted Lender to be replaced by, and to assign all its Loans, Facility Commitments and other Obligations owing thereto pursuant to Section 10.6, to such other Lender or an Eligible Assignee that is reasonably acceptable to each applicable Facility Agent, each applicable Issuing Bank and Global Agent and is not similarly restricted and will not seek such additional compensation. Such Restricted Lender agrees to execute and to deliver to Global Agent and to each applicable Facility Agent an Assignment Agreement with such replacement Lender as provided in Section 10.6 upon payment at par of all principal, interest, fees and other amounts owing under this Agreement to such Restricted Lender, and such Restricted Lender shall pay to the applicable Facility Agent the processing fee required by Section 10.6(d) in connection with such assignment.

Replacement Lender. In the event any Lender seeks additional compensation pursuant to any of Sections 2.18 through 2.23 this Article VI or is restricted from making any Fixed Rate Loan under this Agreement (a "Restricted Lender"), so long as no Default or Event of Default shall have occurred and be continuing and the Company has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes hereunder, the Company may cause such Restricted Lender to be replaced by, and to assign all its Loans, Applicable Facility Commitments Commitments, Applicable Fronting Commitments, Participations and other Obligations owing thereto pursuant to Section 10.613.01 to, to such other Lender or an Eligible Assignee that is reasonably acceptable to each applicable the Applicable Facility Agent, each applicable Issuing Bank Agent(s) and the Global Agent and which is not similarly restricted and will not seek such additional compensation. Such Restricted Lender agrees to execute and to deliver to the Global Agent and to each applicable Applicable Facility Agent of each Facility in which such Restricted Lender has made or was obligated to make Loans an Assignment Agreement and Acceptance with such replacement Lender as provided in Section 10.6 13.01 hereof upon payment at par of all principal, interest, fees and other amounts owing under this Agreement to such Restricted Lender, and such Restricted Lender . The Company shall pay to the applicable Applicable Facility Agent the processing fee required by Section 10.6(d13.01(a)(iv) in connection with such assignment.

Replacement Lender. In the event any Lender seeks additional compensation pursuant to any of Sections 2.18 through 2.23 this Article V or is restricted from making any Fixed Rate LIBOR-Based Loan under this Agreement (a "Restricted Lender"), so long as no Default or Event of Default shall have occurred and be continuing and Company the Parent has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes hereunder, Company the Parent may cause such Restricted Lender to be replaced by, and to assign all its Loans, Facility Commitments Applicable Participations and other Obligations owing thereto pursuant to Section 10.612.01 hereof to, to such other Lender or an Eligible Assignee that is reasonably acceptable to each applicable Facility Agent, each applicable Issuing Bank and Global the Agent and which is not similarly restricted and will not seek such additional compensation. Such Restricted Lender agrees to execute and to deliver to Global the Agent and of each Facility in which such Restricted Lender has made or was obligated to each applicable Facility Agent make Loans an Assignment Agreement and Acceptance with such replacement Lender as provided in Section 10.6 12.01 hereof upon payment at par of all principal, interest, fees and other amounts owing under this Agreement to such Restricted Lender, and such Restricted Lender . The Parent shall pay to the applicable Facility Agent the processing fee required by Section 10.6(dSection 12.01 (a)(iv) hereof in connection with such assignment.

Replacement Lender. In the event any Lender seeks additional compensation pursuant to any of Sections 2.18 through 2.23 this ARTICLE VI or is restricted from making any Fixed Rate Loan under this Agreement (a "Restricted Lender"), so long as no Default or Event of Default shall have occurred and be continuing and the Company has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes hereunder, the Company may cause such Restricted Lender to be replaced by, and to assign all its Loans, Applicable Facility Commitments Commitments, Applicable Fronting Commitments, Participations and other Obligations owing thereto pursuant to Section 10.6SECTION 13.01 to, to such other Lender or an Eligible Assignee that is reasonably acceptable to each applicable the Applicable Facility Agent, each applicable Issuing Bank Agent(s) and the Global Agent and which is not similarly restricted and will not seek such additional compensation. Such Restricted Lender agrees to execute and to deliver to the Global Agent and to each applicable Applicable Facility Agent of each Facility in which such Restricted Lender has made or was obligated to make Loans an Assignment Agreement and Acceptance with such replacement Lender as provided in Section 10.6 SECTION 13.01 hereof upon payment at par of all principal, interest, fees and other amounts owing under this Agreement to such Restricted Lender, and such Restricted Lender . The Company shall pay to the applicable Applicable Facility Agent the processing fee required by Section 10.6(dSECTION 13.01(a)(iv) in connection with such assignment.

Replacement Lender. In the event If any Lender seeks requests compensation under Section 2.11 or if the Borrower is required to pay any Indemnified Taxes or additional compensation amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to any of Sections 2.18 through 2.23 Section 2.13 and, in each case, such Lender has declined or is restricted from making unable to designate a different lending office in accordance with Section 2.14(a) so as to eliminate such situation, or if any Fixed Rate Loan Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.11 or Section 2.13) and obligations under this Agreement (a "Restricted Lender"), so long as no Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee the related Loan Documents to become a Lender for all purposes hereunder, Company may cause such Restricted Lender to be replaced by, and to assign all its Loans, Facility Commitments and other Obligations owing thereto pursuant to Section 10.6, to such other Lender or an Eligible Assignee that is reasonably acceptable shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) as to each assignments required by the Borrower, the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.07, unless such fee has been waived by the Administrative Agent; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its applicable Facility AgentAdvances, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued but unpaid interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.11 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments thereafter; (iv) such assignment does not conflict with any applicable Legal Requirement; and (v) with respect to a Non-Consenting Lender, the proposed amendment, modification, waiver, consent or release with respect to this Agreement or any other Loan Document has been approved by the Majority Lenders. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower or the Administrative Agent to require such assignment and delegation cease to apply. Solely for purposes of effecting any assignment involving a Non-Consenting Lender under this Section 2.14 and to the extent permitted under applicable Legal Requirements, each applicable Issuing Bank Lender hereby designates and Global appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is not similarly restricted and will not seek such additional compensation. Such Restricted a Non- Consenting Lender agrees to execute and to deliver to Global Agent and to each applicable Facility Agent an Assignment Agreement with such replacement Lender as provided in Section 10.6 upon payment at par of all principal, interest, fees and other amounts owing under this Agreement to such Restricted Lender, and such Restricted Lender shall pay to be bound thereby as fully and effectively as if such ▇▇▇▇▇▇ had personally executed, acknowledged and delivered the applicable Facility Agent the processing fee required by Section 10.6(d) in connection with such assignmentsame.

Replacement Lender. In the event any Lender (a) seeks additional compensation pursuant to any of Sections 2.18 through 2.23 3.01 or 3.04 or (b) is restricted from making any Fixed Rate Loan under this Agreement Agreement, or (c) fails to approve any amendment, waiver or consent requested by Borrower 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 no Default or Event of Default shall have occurred and be continuing and Company the Borrower has obtained a commitment (in an amount not less than the Commitment of the Restricted Lender) from another Lender or an Eligible Assignee to become a Lender for all purposes hereunderhereunder (such Lender referred to as the "Replacement Lender"), Company the Borrower may cause such Restricted Lender to be replaced by, and to assign all its rights and obligations under this Agreement (including its Commitment and the Loans, Facility Commitments and other Obligations owing thereto ) pursuant to Section 10.610.07, to such other Replacement Lender or an Eligible Assignee that is reasonably acceptable to each applicable Facility the Administrative Agent, each applicable Issuing Bank and Global Agent and is not similarly restricted and will not seek such additional compensation. Such Restricted Lender agrees to execute and to deliver to Global Agent and to each applicable Facility the Administrative Agent an Assignment and Assumption Agreement with such replacement Replacement Lender as provided in Section 10.6 10.07 upon payment at par of all principal, interest, fees and other amounts owing under this Agreement to such Restricted Lender, and such Restricted Lender shall pay to the applicable Facility Administrative Agent the processing fee required by Section 10.6(d) 10.07 in connection with such assignment.

Replacement Lender. In the event any Lender seeks additional compensation pursuant to any of Sections 2.18 through 2.23 this Article V or is restricted from making any Fixed Rate Loan under this Agreement (a "Restricted Lender"), so long as no Default or Event of Default shall have occurred and be continuing and Company the Parent has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes hereunder, Company the Parent may cause such Restricted Lender to be replaced by, and to assign all its Loans, Facility Commitments Applicable Participations and other Obligations owing thereto pursuant to Section 10.612.01 to, to such other Lender or an Eligible Assignee that is reasonably acceptable to each applicable Facility Agent, each applicable Issuing Bank and Global the Agent and which is not similarly restricted and will not seek such additional compensation. Such Restricted Lender agrees to execute and to deliver to Global the Agent and of each Facility in which such Restricted Lender has made or was obligated to each applicable Facility Agent make Loans an Assignment Agreement and Acceptance with such replacement Lender as provided in Section 10.6 Section 12.01 hereof upon payment at par of all principal, interest, fees and other amounts owing under this Agreement to such Restricted Lender, and such Restricted Lender . The Parent shall pay to the applicable Facility Agent the processing fee required by Section 10.6(d12.01(a)(iv) in connection with such assignment.

Replacement Lender. In the event If any Lender seeks requests compensation under Section 2.12, or if the Borrower is required to pay any Indemnified Taxes or additional compensation amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to any of Sections 2.18 through 2.23 Section 2.14 and, in each case, such Lender has declined or is restricted from making unable to designate a different lending office in accordance with Section 2.15(a), or if any Fixed Rate Loan Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort (and in the case of a Defaulting Lender, the Administrative Agent may) upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.14) and obligations under this Agreement (a "Restricted Lender"), so long as no Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee the related Credit Documents to become a Lender for all purposes hereunder, Company may cause such Restricted Lender to be replaced by, and to assign all its Loans, Facility Commitments and other Obligations owing thereto pursuant to Section 10.6, to such other Lender or an Eligible Assignee that is reasonably acceptable shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Borrower shall have paid to each the Administrative Agent the assignment fee (if any) specified in Section 9.6; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Advances and participations in Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.11) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with applicable Facility AgentLegal Requirement. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting any assignment involving a Defaulting Lender under this Section 2.15 and to the extent permitted under applicable Legal Requirements, each applicable Issuing Bank Lender hereby designates and Global appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is not similarly restricted a Defaulting Lender and will not seek such additional compensationLender shall be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the same. Such Restricted Lender agrees to execute and to deliver to Global In lieu of the Borrower or the Administrative Agent and to each applicable Facility Agent an Assignment Agreement with such replacement replacing a Defaulting Lender as provided in this Section 10.6 upon payment at par of all principal2.15, interest, fees and other amounts owing under this Agreement to the Borrower may terminate such Restricted Defaulting Lender, and such Restricted Lender shall pay to the ’s applicable Facility Agent the processing fee required by Commitment as provided in Section 10.6(d) in connection with such assignment2.1(b)(ii).

Replacement Lender. In the event If any Lender seeks additional requests compensation under Section 2.11 or notifies the Borrower of its inability to make, maintain, or fund any Eurodollar Rate Advances pursuant to Section 2.09, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of Sections 2.18 through 2.23 any Lender pursuant to Section 2.13 and, in each case, such Lender has declined or is restricted from making unable to designate a different lending office in accordance with Section 2.14(a), or if any Fixed Rate Loan Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort (and in the case of a Defaulting Lender, the Administrative Agent may) upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.07), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.11 or Section 2.13) and obligations under this Agreement (a "Restricted Lender"), so long as no Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee the related Loan Documents to become a Lender for all purposes hereunder, Company may cause such Restricted Lender to be replaced by, and to assign all its Loans, Facility Commitments and other Obligations owing thereto pursuant to Section 10.6, to such other Lender or an Eligible Assignee that is reasonably acceptable shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) as to each assignments required by the Borrower, the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.07, unless such fee has been waived by the Administrative Agent; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its applicable Facility AgentAdvances, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.10 and with respect to any Non-Consenting Lender, any Applicable Premium) from the assignee (to the extent of such outstanding principal and accrued but unpaid interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.11 or such Lender’s inability to make, maintain or fund Eurodollar Rate Advances pursuant to Section 2.09 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments thereafter; (iv) such assignment does not conflict with any applicable Legal Requirement; and (v) with respect to a Non-Consenting Lender, the proposed amendment, modification, waiver, consent or release with respect to this Agreement or any other Loan Document has been approved by the Majority Lenders and such agreement, amendment, waiver, consent or release can be effected as a result of such assignment (and, if applicable, one or more other assignments) contemplated by this Section. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower or the Administrative Agent to require such assignment and delegation cease to apply. Solely for purposes of effecting any assignment involving a Defaulting Lender or Non-Consenting Lender under this Section 2.14 and to the extent permitted under applicable Legal Requirements, each applicable Issuing Bank Lender hereby designates and Global appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Lender to execute, acknowledge and deliver the Assignment and Acceptance required hereunder if such Lender is not similarly restricted and will not seek such additional compensation. Such Restricted a Defaulting Lender agrees to execute and to deliver to Global Agent and to each applicable Facility Agent an Assignment Agreement with such replacement or Non-Consenting Lender as provided in Section 10.6 upon payment at par of all principal, interest, fees and other amounts owing under this Agreement to such Restricted Lender, and such Restricted Lender shall pay to be bound thereby as fully and effectively as if such Lender had personally executed, acknowledged and delivered the applicable Facility Agent the processing fee required by Section 10.6(d) in connection with such assignmentsame.