Common use of Substitution of Lenders Clause in Contracts

Substitution of Lenders. Upon the receipt by the Company from any Lender (an “Affected Lender”) of a claim under Section 3.01, 3.03 or 3.05, or if any Lender shall become a Declining Lender or a Defaulting Lender, the Company may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and assume such Commitment; provided that (i) such replacement does not conflict with any requirement of law, (ii) the Company shall repay (or the replacement Lender or financial institution shall purchase, at par) all Loans, accrued interest and other amounts owing to such replaced Lender prior to the date of replacement, (iii) the Company shall be liable to such replaced Lender under Section 3.04 if any Term SOFR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (iv) the replacement financial institution, if not already a Lender, shall be an Eligible Assignee, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.01 (provided that the Company or replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Company shall pay all additional amounts (if any) required pursuant to Section 3.01, 3.03 or 3.05, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacement.

Substitution of Lenders. Upon the receipt by the Company Borrower from any Lender (an “Affected Lender”) of a claim under Section 3.014.1, 3.03 4.2(b), 4.3 or 3.05, or if any Lender shall become a Declining Lender or a Defaulting Lender4.6, the Company Borrower may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment Revolving Credit Commitment; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any requirement of law, (ii) no Default or Event of Default shall have occurred and be continuing at the Company time of such replacement, (iii) the Borrower shall repay (or the replacement Lender bank or financial institution shall purchase, at par) all Loans, accrued interest and other amounts owing to such replaced Lender prior to the date of replacement, (iiiiv) the Company Borrower shall be liable to such replaced Lender under Section 3.04 4.5 if any Term SOFR Eurocurrency Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (ivv) the replacement financial bank or institution, if not already a Lender, shall be otherwise qualify as an Eligible Assignee, (vvi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.01 11.1 (provided that the Company Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vivii) the Company Borrower shall pay all additional amounts (if any) required pursuant to Section 3.014.1, 3.03 4.2(b), 4.3 or 3.054.6, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacement.

Substitution of Lenders. Upon the receipt by the Company Borrower from any Lender (an “Affected Lender”) of a claim under Section 3.014.1, 3.03 4.2(b) or 3.05, or if any Lender shall become a Declining Lender or a Defaulting Lender4.6, the Company Borrower may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment Revolving Credit Commitment; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and assume such Revolving Credit Commitment; provided that (i) such replacement does not conflict with any requirement of law, (ii) no Default or Event of Default shall have occurred and be continuing at the Company time of such replacement, (iii) the Borrower shall repay (or the replacement Lender bank or financial institution shall purchase, at par) all Loans, accrued interest and other amounts owing to such replaced Lender prior to the date of replacement, (iiiiv) the Company Borrower shall be liable to such replaced Lender under Section 3.04 4.5 if any Term SOFR Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (ivv) the replacement financial bank or institution, if not already a Lender, shall be otherwise qualify as an Eligible Assignee, (vvi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.01 11.1 (provided that the Company Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vivii) the Company Borrower shall pay all additional amounts (if any) required pursuant to Section 3.014.1, 3.03 4.2(b) or 3.054.6, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacement.

Substitution of Lenders. Upon the receipt by the Company Borrower from any Lender (an “"Affected Lender”") of a claim under Section 3.01Sections 2.19, 3.03 2.20 or 3.05, or if any Lender shall become a Declining Lender or a Defaulting Lender2.22, the Company may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment or (b) Borrower may replace such Affected Lender by designating another Lender or a another financial institution in each case that is willing to acquire all of such Affected Lender's Loans and assume such its Revolving Credit Commitment; provided that (i) such replacement does not conflict with any requirement Requirement of lawLaw, (ii) no Default or Event of Default shall have occurred and be continuing at the Company time of such replacement, (iii) the Borrower shall repay (or the replacement Lender bank or financial institution shall purchase, purchase at par) all Loans, accrued interest and other amounts owing to such replaced Affected Lender prior to the date of replacement, (iiiiv) the Company Borrower shall be liable to such replaced Affected Lender under Section 3.04 2.21 if any Term SOFR Eurodollar Loan owing to such replaced Affected Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (ivv) the replacement financial bank or institution, if not already a Lender, shall be an Eligible Assigneereasonably satisfactory to the Administrative Agent, (vvi) the replaced replacement of such Affected Lender with the replacement bank or institution shall be obligated to make such replacement consummated in accordance with the provisions of Section 10.01 10.6 hereof (provided that the Company Borrower or the replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Company Borrower shall pay all additional amounts (if any) required pursuant to Section 3.012.19, 3.03 2.20 or 3.052.22, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacement.

Substitution of Lenders. Upon the receipt by the Company Borrower from any Lender (an “"Affected Lender”") of a claim under Sections 2.14, 2.15 or notice of illegality under Section 3.01, 3.03 or 3.05, or if any Lender shall become a Declining Lender or a Defaulting Lender2.16, the Company Borrower may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s 's Loans and Commitment Commitment; or (b) replace such Affected Lender by designating another Lender or a financial institution an Eligible Assignee that is willing to acquire such Loans and assume such Commitment; provided that (i) such replacement does not conflict -------- with any requirement of law, (ii) no Event of Default shall have occurred and be continuing at the Company time of such replacement, (iii) the Borrower shall repay (or the replacement Lender or financial institution shall purchase, at par) all Loans, accrued interest interest, fees and other amounts owing to such replaced Lender prior to the date of replacement, (iiiiv) the Company Borrower shall be liable to such replaced Lender under Section 3.04 2.11 if any Term SOFR LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (iv) the replacement financial institution, if not already a Lender, shall be an Eligible Assignee, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.01 7.05 (provided that the Company Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Company Borrower shall pay all additional amounts (if any) required pursuant to Section 3.01, 3.03 or 3.05, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacement.Sections

Substitution of Lenders. Upon the receipt by the Company Borrower from any Lender (an “Affected Lender”) of a claim under Section 3.01Sections 2.19, 3.03 2.20 or 3.05, or if any Lender shall become a Declining Lender or a Defaulting Lender2.22, the Company may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment or (b) Borrower may replace such Affected Lender by designating another Lender or a another financial institution in each case that is willing to acquire all of such Affected Lender’s Loans and assume such its Revolving Credit Commitment; provided that (i) such replacement does not conflict with any requirement Requirement of lawLaw, (ii) no Default or Event of Default shall have occurred and be continuing at the Company time of such replacement, (iii) the Borrower shall repay (or the replacement Lender bank or financial institution shall purchase, purchase at par) all Loans, accrued interest and other amounts owing to such replaced Affected Lender prior to the date of replacement, (iiiiv) the Company Borrower shall be liable to such replaced Affected Lender under Section 3.04 2.21 if any Term SOFR Eurodollar Loan owing to such replaced Affected Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (ivv) the replacement financial bank or institution, if not already a Lender, shall be an Eligible Assigneereasonably satisfactory to the Administrative Agent, (vvi) the replaced replacement of such Affected Lender with the replacement bank or institution shall be obligated to make such replacement consummated in accordance with the provisions of Section 10.01 10.6 hereof (provided that the Company Borrower or the replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Company Borrower shall pay all additional amounts (if any) required pursuant to Section 3.012.19, 3.03 or 3.05, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacement.2.20 or

Substitution of Lenders. Upon the receipt by the Company Borrower from any Lender (an “Affected Lender”) of a claim under Section 3.014.1, 3.03 4.2(b), 4.3 or 3.05, or if any Lender shall become a Declining Lender or a Defaulting Lender4.6, the Company Borrower may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment Commitments; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and assume such CommitmentCommitments; provided that (i) such replacement does not conflict with any requirement of law, (ii) no Default or Event of Default shall have occurred and be continuing at the Company time of such replacement, (iii) the Borrower shall repay (or the replacement Lender bank or financial institution shall purchase, at par) all Loans, accrued interest and other amounts owing to such replaced Lender prior to the date of replacement, (iiiiv) the Company Borrower shall be liable to such replaced Lender under Section 3.04 4.5 if any Term SOFR Eurodollar Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (ivv) the replacement financial bank or institution, if not already a Lender, shall be otherwise qualify as an Eligible Assignee, (vvi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.01 11.1 (provided that the Company Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vivii) the Company Borrower shall pay all additional amounts (if any) required pursuant to Section 3.014.1, 3.03 4.2(b), 4.3 or 3.054.6, as the case may be, to the extent such additional amounts of such Affected Lender were incurred on or prior to the consummation of such replacement.

Substitution of Lenders. Upon In the receipt by event (a) the Company from obligation of any Lender to make or maintain Eurodollar Rate Advances has been suspended pursuant to Section 2.08(b), (an “Affected Lender”b) of a claim any Lender has demanded compensation under Section 3.012.11, 3.03 2.12, 2.14 or 3.052.19, which compensation increases the effective lending rate of such Lender in excess of the effective lending rate of the other Lenders, or if (c) any Lender shall become a Declining Lender or be a Defaulting Lender, then and in any such event, the Company may: Borrower may substitute for such Lender (a) request one or more of the other Lenders to acquire and assume all or part of such "Affected Lender’s Loans and Commitment or (b") replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and assume such Commitment; provided that (i) such replacement does not conflict with any requirement of law, (ii) the Company shall repay (or the replacement Lender or financial institution shall purchase, at par) all Loans, accrued interest and other amounts owing to such replaced Lender prior to the date of replacement, (iii) the Company shall be liable to such replaced Lender under Section 3.04 if any Term SOFR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (iv) the replacement financial institution, if not already a Lender, which financial institution shall be an Eligible Assignee, (v) for such Lender to assume the replaced Commitment of such Affected Lender shall be obligated and to make purchase the Note, if any, of such replacement Affected Lender hereunder in accordance with Section 8.07. Such assumption and purchase shall be effected by execution and delivery by such Affected Lender and such replacement Lender of an Assignment and Acceptance, and shall otherwise be made in the provisions of manner described in Section 10.01 (8.07, provided that the Company or replacement Lender Affected Lender's obligation to so assign and sell its Commitment and Note, if any, shall be obligated to pay the registration and processing fee) and (vi) the Company shall pay all additional amounts (if any) required pursuant to Section 3.01, 3.03 or 3.05, as the case may be, subject to the extent condition that all amounts owing to such additional Affected Lender (including, without limitation, principal, accrued and unpaid interest and fees, and all amounts were incurred on or owing to such Affected Lender under Sections 2.11, 2.12, 2.14, 2.19 and 8.04) shall have been paid in full; provided that such Affected Lender's rights under Sections 2.11, 2.14, 2.19 and 8.04, and its obligations under Section 7.07, shall survive such assignment for such Lender Party as to matters occurring prior to the consummation of such replacementdate.

Substitution of Lenders. Upon the receipt by the Company Borrower from any Lender (an “"Affected Lender”") of a claim under Section 3.012.14, 3.03 2.15 or 3.05, or if any Lender shall become a Declining Lender or a Defaulting Lender2.17, the Company Borrower may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s 's Term Loans and Commitment Term Loan Commitment; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Term Loans and assume such Commitment; provided that (i) such replacement does not conflict with any requirement Requirement of lawLaw, (ii) no Event of Default shall have occurred and be continuing at the Company time of such replacement, (iii) the Borrower shall repay (or the replacement Lender bank or financial institution shall purchase, at par) all Term Loans, accrued interest and other amounts owing to such replaced Lender prior to the date of replacementreplacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.14, 2.15 and 2.17), (iiiiv) the Company Borrower shall be liable to such replaced Lender under Section 3.04 2.16 if any Term SOFR Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (ivv) the replacement financial bank or institution, if not already a Lender, shall be an Eligible Assigneereasonably satisfactory to the Administrative Agent, and (vvi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.01 9.6 (provided that the Company Borrower or replacement Lender shall be obligated to pay the registration and processing fee) and (vi) the Company shall pay all additional amounts (if any) required pursuant to Section 3.01, 3.03 or 3.05, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacement).

Substitution of Lenders. Upon the receipt by the Company a Borrower from any Lender (an “Affected Lender”) of a claim under Section 2.13(h), 3.01, 3.02(b), 3.03 or 3.05, or if any Lender shall become a Declining Defaulting Lender or a Defaulting Declining Lender, the Company may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment Commitments; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and assume such CommitmentCommitments; provided that (i) such replacement does not conflict with any requirement of law, (ii) the Company applicable Borrower shall repay (or the replacement Lender bank or financial institution shall purchase, at par) all Loans, accrued interest and other amounts owing to such replaced Lender prior to the date of replacement, (iii) the Company applicable Borrowers shall be liable to such replaced Lender under Section 3.04 if any Term SOFR Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (ivv) the replacement financial bank or institution, if not already a Lender, shall be otherwise qualify as an Eligible Assignee, (vvi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.01 11.01 (provided that the Company applicable Borrowers or replacement Lender shall be obligated to pay the registration and processing fee) and (vivii) the Company applicable Borrowers shall pay all additional amounts (if any) required pursuant to Section 2.13(h), 3.01, 3.02(b), 3.03 or 3.05, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacement.