Common use of Replacement Lenders Clause in Contracts

Replacement Lenders. If any Lender either (i) failed to fund ------------------- its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance requested by either Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of Credit, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation pursuant to Section 2.23(g), Section 3.1 or --------------- ----------- Section 3.2, (iii) is unable to fund at the Eurocurrency Rate or determines ----------- that such rate is unavailable or does not accurately reflect its cost of making or maintaining any Eurocurrency Loan pursuant to Section 3.3 for ----------- reasons not generally applicable to the other Lenders or (iv) invokes the provisions of Section 9.2, the Borrower may require and have such Lender ----------- transfer, pursuant to and in accordance with Section 12.3, all of its rights ------------ and obligations under the Credit Documents to one or more Purchasers selected by the Borrower, acceptable to the Agent and the LC Issuer, and willing to accept such assignment provided such Lender is paid upon such assignment all amounts of principal, interest and fees accrued hereunder to the date of such assignment. No such assignment shall affect (a) any liability or obligation of either Borrower or any other Lender to such replaced Lender, which accrued on or prior to the date of such assignment or (b) such replaced Lender's rights or obligations hereunder in respect of any such liability or obligation.

Replacement Lenders. If any Lender either (i) failed to fund ------------------- its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance requested by either any Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of Credit, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation pursuant to Section 2.23(g), Section 3.1 or --------------- ----------- Section 3.2, (iii) is unable to fund at the Eurocurrency Rate or determines ----------- that such rate is unavailable or does not accurately reflect its cost of making or maintaining any Eurocurrency Loan pursuant to Section 3.3 for ----------- reasons not generally applicable to the other Lenders or (iv) invokes the provisions of Section 9.2, the Borrower may require and have such Lender ----------- transfer, pursuant to and in accordance with Section 12.3, all of its rights ------------ and obligations under the Credit Documents to one or more Purchasers selected by the Borrower, acceptable to the Agent and the LC Issuer, and willing to accept such assignment provided such Lender is paid upon such assignment all amounts of principal, interest and fees accrued hereunder to the date of such assignment. No such assignment shall affect (a) any liability or obligation of either any Borrower or any other Lender to such replaced Lender, which accrued on or prior to the date of such assignment or (b) such replaced Lender's ’s rights or obligations hereunder in respect of any such liability or obligation.

Replacement Lenders. If any Lender either (i) failed to fund ------------------- its Revolving Loan Percentage or Term Loan Percentage (or Term Tranche Percentage), as applicable, of any Advance requested by either any Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of Credit, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation pursuant to Section 2.23(g), Section 3.1 or --------------- ----------- Section 3.2, (iii) is unable to fund at the Eurocurrency Rate or determines ----------- that such rate is unavailable or does not accurately reflect its cost of making or maintaining any Eurocurrency Loan pursuant to Section 3.3 for ----------- reasons not generally applicable to the other Lenders or (iv) invokes the provisions of Section 9.2, the Parent Borrower may require and have such Lender ----------- transfer, pursuant to and in accordance with Section 12.3, all of its rights ------------ and obligations under the Credit Documents to one or more Purchasers selected by the Parent Borrower, acceptable to the Agent and the LC Issuer, and willing to accept such assignment provided such Lender is paid upon such assignment all amounts of principal, interest and fees and all other amounts accrued hereunder to the date of such assignment. No such assignment shall affect (a) any liability or obligation of either any Borrower or any other Lender to such replaced Lender, which accrued on or prior to the date of such assignment or (b) such replaced Lender's ’s rights or obligations hereunder in respect of any such liability or obligation.

Replacement Lenders. If Each Credit Party may be obligated to make multiple payments to each Lender under this Section 3.10. Notwithstanding the foregoing, if any Credit Party shall be obligated to make any payment to any Lender either (i) failed to fund ------------------- its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance requested by either Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of Credit, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation pursuant to Section 2.23(g), Section 3.1 or --------------- ----------- Section 3.2, (iii) is unable to fund at the Eurocurrency Rate or determines ----------- that such rate is unavailable or does not accurately reflect its cost of making or maintaining any Eurocurrency Loan pursuant to Section 3.3 for ----------- reasons not generally applicable to the other Lenders or (iv) invokes the provisions of Section 9.23.10, the Borrower may require and have that such Lender ----------- transfer, pursuant to and in accordance with Section 12.3, transfer all of its rights ------------ right, title and obligations interest (which transfer shall be without recourse, representation or warranty (other than customary representations and warranties)) under the Credit Loan Documents to one or more Purchasers selected any Eligible Assignee identified by the Borrower, Borrower and reasonably acceptable to the Agent and (a "Replacement Lender") if such Replacement Lender agrees to assume all of the LC Issuer, and willing to accept such assignment provided obligations of such Lender is paid upon for consideration equal to the outstanding principal amount of such assignment all amounts of principalLender's Loans, together with interest and fees accrued hereunder thereon to the date of such assignment. No such assignment shall affect (a) any liability or obligation of either Borrower or any transfer and all other Lender amounts payable hereunder to such replaced Lender, which accrued Lender on or prior to the date of such assignment or transfer (b) including, to the extent not paid by the Credit Parties, any fees accrued hereunder and any amounts which would be payable under Sections 3.5, 3.6. 3.7. 3.10, 11.5 and 11.8 as if all of such replaced Lender's rights or obligations hereunder Loans were being prepaid in respect full on such date). Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements of the Borrower contained in Sections 3.5, 3.6, 3.7, 3.10, 11.5 and 11.8 (without duplication of any payments made to such liability Lender by the Credit Parties or obligationthe Replacement Lender) shall survive for the benefit of any Lender replaced under this Section 3.10 with respect to the time prior to such replacement.

Replacement Lenders. If any Lender either (i) failed to fund its ------------------- its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance requested by either the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of Credit, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation pursuant to Section 2.23(g2.19(g), Section 3.1 or --------------- ----------- Section 3.2, (iii) --------------- ----------- ----------- is unable to fund at the Eurocurrency Rate or determines ----------- that such rate is unavailable or does not accurately reflect its cost of making or maintaining any Eurocurrency Loan pursuant to Section 3.3 for ----------- reasons not generally applicable to the other Lenders or (iv) invokes the provisions ----------- of Section 9.2, the Borrower may require and have such Lender ----------- transfer, ----------- pursuant to and in accordance with Section 12.3, all of its rights and ------------ and obligations under the Credit Documents to one or more Purchasers selected by the Borrower, acceptable to the Agent and the LC Issuer, and willing to accept such assignment provided such Lender is paid upon such assignment all amounts of principal, interest and fees accrued hereunder to the date of such assignment. No such assignment shall affect (a) any liability or obligation of either the Borrower or any other Lender to such replaced Lender, which accrued on or prior to the date of such assignment or (b) such replaced Lender's rights or obligations hereunder in respect of any such liability or obligation.

Replacement Lenders. If The Borrower shall be permitted to replace any Lender either which (a) requests reimbursement for amounts owing pursuant to Section 2.9 or 2.10 or (b) defaults in its obligation to make loans hereunder, with a replacement financial institution; provided that (i) failed to fund ------------------- its Revolving Loan Percentage or Term Loan Percentagesuch replacement does not conflict with any Requirement of Law, as applicable, of any Advance requested by either Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of Credit, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation pursuant to Section 2.23(g), Section 3.1 or --------------- ----------- Section 3.2no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) is unable prior to fund at any such replacement, such Lender shall not have eliminated the Eurocurrency Rate or determines ----------- that such rate is unavailable or does not accurately reflect its cost continued need for payment of making or maintaining any Eurocurrency Loan amounts owing pursuant to Section 3.3 for ----------- reasons not generally applicable to the other Lenders 2.9 or 2.10, (iv) invokes the provisions of Section 9.2replacement financial institution shall purchase, the Borrower may require and have such Lender ----------- transfer, pursuant to and in accordance with Section 12.3at par, all of its rights ------------ Loans and obligations under the Credit Documents to one or more Purchasers selected by the Borrower, acceptable to the Agent and the LC Issuer, and willing to accept such assignment provided such Lender is paid upon such assignment all other amounts of principal, interest and fees accrued hereunder to the date of such assignment. No such assignment shall affect (a) any liability or obligation of either Borrower or any other Lender owing to such replaced Lender, which accrued Lender on or prior to the date of such assignment or replacement, (bv) the Borrower shall be liable to such replaced Lender under Section 2.11 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender's rights , shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.9 or obligations hereunder in respect 2.10, as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any such liability rights which the Borrower, the Administrative Agent or obligationany other Lender shall have against the replaced Lender.

Replacement Lenders. If any Lender either (i) failed to fund ------------------- its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any Advance requested by either the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of CreditObligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation pursuant to Section 2.23(g2.19(g), Section 3.1 or --------------- ----------- or Section 3.2, (iii) is unable to fund at the Eurocurrency Rate or ----------- determines ----------- that such rate is unavailable or does not accurately reflect its cost of making or maintaining any Eurocurrency Loan pursuant to Section 3.3 for ----------- reasons not generally applicable to the other Lenders or (iv) invokes the provisions of Section 9.2, the Borrower may require and have such Lender ----------- transfer, pursuant to and in accordance with Section 12.3, ------------ all of its rights ------------ and obligations under the Credit Documents to one or more Purchasers selected by the Borrower, acceptable to the Agent and the LC IssuerAgent, and willing to accept such assignment provided such Lender is paid upon such assignment all amounts of principal, interest and fees accrued hereunder to the date of such assignment. No such assignment shall affect (a) any liability or obligation of either the Borrower or any other Lender to such replaced Lender, which accrued on or prior to the date of such assignment or (b) such replaced Lender's rights or obligations hereunder in respect of any such liability or obligation.