Common use of Right to Replace Lender Clause in Contracts

Right to Replace Lender. If (x) a Lender requests compensation pursuant to this Section 3.12. or Section 5.1. and the Requisite Lenders are not also doing the same, (y) a Lender’s obligations with respect to LIBOR Loans are suspended pursuant to Section 5.1.(b) or Section 5.3. and the obligations of the Requisite Lenders are not also suspended or (z) in connection with any proposed amendment, modification, termination, waiver or consent which requires the approval of each Lender under Section 13.6.(b), and with respect to which approvals from the Requisite Lenders have been obtained, a Lender that has not given, or been deemed to have given, its approval of such matter, 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 13.5.(d) for a purchase price to be agreed on by the Affected Lender and the Eligible Assignee, but not in excess of the par value thereof. Each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this subsection, but at no time shall the Agent, such Affected Lender nor any other Lender 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 subsection shall be at the Borrower’s sole cost and expense and at no cost or expense to the Agent, the Affected Lender or any of the other Lenders. The terms of this subsection 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 Section 3.12., Section 5.1. or Section 5.4., as applicable, with respect to periods up to the date of replacement.

Right to Replace Lender. If (xw) a Lender requests compensation or the Borrower is required to pay any additional amounts pursuant to this Section 3.12. §§4.1(b), 4.5 or Section 5.1. and the Requisite Lenders are not also doing the same4.6, (yx) a Lender’s obligations with respect to LIBOR Rate Loans are suspended pursuant to Section 5.1.(b) or Section 5.3. and the obligations of the Requisite Lenders are not also suspended or §4.4, (zy) in connection with any proposed amendment, modification, termination, waiver or consent which requires the approval of each Lender under Section 13.6.(b)or each Lender directly affected thereby, and with respect to which approvals from the Requisite Majority Lenders have been obtained, a Lender that has not given, or been deemed to have given, its approval of such matter, or (z) a Lender is 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”) assign its Commitment to an Eligible Assignee designated by the Borrower and approved by the Agent, the Swingline Lender and the Fronting Bank (or designated by the Agent and approved by the Borrower), and upon such demand the Affected Lender shall promptly, promptly assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(d) §20.1 for a purchase price equal to the aggregate principal balance of the Loans then owing to the Affected Lender and its outstanding Letter of Credit Participations, plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender (or such lesser amount as may be agreed on by the Affected Lender and the such Eligible Assignee, but not ) and upon such assignment the Borrower shall pay the fee specified in excess §20.3. Subject to the approval rights of the par value thereof. Each Agent, each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this subsection, but at no time shall the Agent, such Affected Lender nor any other Lender 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 subsection shall be at the Borrower’s sole cost and expense and at no cost or expense to the Agent, the Affected Lender or any of the other Lenders. The terms of this subsection 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 Section 3.12§4.10., Section 5.1. or Section 5.4., as applicable, with respect to periods up to the date of replacement.

Right to Replace Lender. If (xw) a Lender requests compensation or the Borrower is required to pay any additional amounts pursuant to this Section 3.12. §§4.1(b), 4.5 or Section 5.1. and the Requisite Lenders are not also doing the same4.6, (yx) a Lender’s obligations with respect to LIBOR Rate Loans are suspended pursuant to Section 5.1.(b) or Section 5.3. and the obligations of the Requisite Lenders are not also suspended or §4.4, (zy) in connection with any proposed amendment, modification, termination, waiver or consent which requires the approval of each Lender under Section 13.6.(b)or each Lender directly affected thereby, and with respect to which approvals from the Requisite Majority Lenders have been obtained, a Lender that has not given, or been deemed to have given, its approval of such matter, or (z) a Lender is 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”) assign its Commitment to an Eligible Assignee designated by the Borrower and approved by the Agent (or designated by the Agent and approved by the Borrower), and upon such demand the Affected Lender shall promptly, promptly assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(d) §20.1 for a purchase price equal to the aggregate principal balance of the Loans then owing to the Affected Lender, plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender (or such lesser amount as may be agreed on by the Affected Lender and the such Eligible Assignee, but not ) and upon such assignment the Borrower shall pay the fee specified in excess §20.3. Subject to the approval rights of the par value thereof. Each Agent, each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this subsection, but at no time shall the Agent, such Affected Lender nor any other Lender 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 subsection shall be at the Borrower’s sole cost and expense and at no cost or expense to the Agent, the Affected Lender or any of the other Lenders. The terms of this subsection 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 Section 3.12§4.10., Section 5.1. or Section 5.4., as applicable, with respect to periods up to the date of replacement.

Right to Replace Lender. If (xw) a Lender requests compensation or the Borrower is required to pay any additional amounts pursuant to this Section 3.12. §§4.1(b), 4.5 or Section 5.1. and the Requisite Lenders are not also doing the same4.6, (yx) a Lender’s obligations with respect to LIBOR Libor Rate Loans are suspended pursuant to Section 5.1.(b) or Section 5.3. and the obligations of the Requisite Lenders are not also suspended or §4.4, (zy) in connection with any proposed amendment, modification, termination, waiver or consent which requires the approval of each Lender under Section 13.6.(b)or each Lender directly affected thereby, and with respect to which approvals from the Requisite Majority Lenders have been obtained, a Lender that has not given, or been deemed to have given, its approval of such matter, or (z) a Lender is 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”) assign its Commitment to an Eligible Assignee designated by the Borrower and approved by the Agent (or designated by the Agent and approved by the Borrower), and upon such demand the Affected Lender shall promptly, promptly assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(d) §20.1 for a purchase price equal to the aggregate principal balance of the Loan then owing to the Affected Lender, plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender (or such lesser amount as may be agreed on by the Affected Lender and the such Eligible Assignee, but not ) and upon such assignment the Borrower shall pay the fee specified in excess §20.3. Subject to the approval rights of the par value thereof. Each Agent, each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this subsection, but at no time shall the Agent, such Affected Lender nor any other Lender 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 subsection shall be at the Borrower’s sole cost and expense and at no cost or expense to the Agent, the Affected Lender or any of the other Lenders. The terms of this subsection 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 Section 3.12§4.10., Section 5.1. or Section 5.4., as applicable, with respect to periods up to the date of replacement.

Right to Replace Lender. If (xw) a Lender requests compensation or the Borrower is required to pay any additional amounts pursuant to this Section 3.12. §§4.1(b), 4.5 or Section 5.1. and the Requisite Lenders are not also doing the same4.6, (yx) a Lender’s obligations with respect to LIBOR Libor Rate Loans are suspended pursuant to Section 5.1.(b) or Section 5.3. and the obligations of the Requisite Lenders are not also suspended or §4.4, (zy) in connection with any proposed amendment, modification, termination, waiver or consent which requires the approval of each Lender under Section 13.6.(b)or each Lender directly affected thereby, and with respect to which approvals from the Requisite Majority Lenders have been obtained, a Lender that has not given, or been deemed to have given, its approval of such matter, or (z) a Lender is 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”) assign its Commitment to an Eligible Assignee designated by the Borrower and approved by the Agent (or designated by the Agent and approved by the Borrower), and upon such demand the Affected Lender shall promptly, promptly assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(d) §20.1 for a purchase price equal to the aggregate principal balance of the Loan then owing to the Affected Lender, plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender (or such lesser amount as may be agreed on by the Affected Lender and the such Eligible Assignee, but not ) and upon such assignment the Borrower shall pay the fee specified in excess §20.3. Subject to the approval rights of the par value thereof. Each Agent, each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this subsection, but at no time shall the Agent, such Affected Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee§4.10. The exercise by the Borrower of its rights under this subsection shall be at the Borrower’s sole cost and expense and at no cost or expense to the Agent, the Affected Lender or any of the other §4.11. Defaulting Lenders. The terms of this subsection 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 Section 3.12., Section 5.1. or Section 5.4., as applicable, with respect to periods up to the date of replacement.