Common use of Substitution of Lenders Clause in Contracts

Substitution of Lenders. (a) Upon the receipt by the Borrower of a claim from any Lender for compensation under Section 10.3 or 13.1 hereof, or a notice by any Lender to the Borrower of any illegality pursuant to Section 10.1 hereof or (b) in the event any Lender is in default in any material respect with respect to its obligations under the Loan Documents (any such Lender referred to in clause (a) or (b) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including its Revolving Credit Commitment and all of its Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal, interest, and fees accrued and owing to it hereunder, and (iv) the assignment is entered into in accordance with the other requirements of Section 13.12 hereof.

Substitution of Lenders. (a) Upon the receipt by the Borrower of (a) a claim from any Lender for compensation under Section 10.3 8.4 or 13.1 10.1 hereof, or a (b) notice by any Lender to the Borrower of any illegality pursuant to Section 10.1 8.2 hereof or (bc) in the event any Lender is in default in any material respect with respect to its obligations under the Loan Documents (any such Lender referred to in clause (a), (b) or (bc) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including its Revolving Credit Commitment and all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to a bank or other institutional lender an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (ii) if the assignment to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative AgentAgent and the L/C Issuer, which consent consents shall not be unreasonably withheld or delayedwithheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal, interest, and fees accrued and principal owing to it hereunder, and (iv) the assignment is entered into in accordance with the other requirements of Section 13.12 10.10 hereof.

Substitution of Lenders. (a) Upon the receipt by the Borrower of (a) a claim from any Lender for compensation under Section 10.3 9.3 or 13.1 11.1 hereof, or a (b) notice by any Lender to the Borrower of any illegality pursuant to Section 10.1 9.1 hereof or (bc) in the event any Lender is in default in any material respect with respect to its obligations under the Loan Documents (any such Lender referred to in clause (a), (b) or (bc) above being hereinafter referred to as an “"Affected Lender”"), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its any such Affected Lender's expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including its Revolving Credit Commitment and all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to a bank or other institutional lender specified by the Borrower, provided that that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayedwithheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal, interest, and fees accrued and owing to it hereunder, and (iv) the assignment is entered into in accordance with the other requirements of Section 13.12 11.12 hereof.

Substitution of Lenders. (a) Upon the receipt by the Borrower of (a) a claim from any Lender for compensation under Section 10.3 or 13.1 hereof, or a (b) notice by any Lender to the Borrower of any illegality pursuant to Section 10.1 hereof or (bc) in the event any Lender is in default in any material respect with respect to its obligations under the Loan Documents (any such Lender referred to in clause (a), (b) or (bc) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including its Revolving Credit Commitment and all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to a bank or other institutional lender Lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayedwithheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal, interest, and fees accrued and owing to it hereunder, and (iv) the assignment is entered into in accordance with the other requirements of Section 13.12 hereof.

Substitution of Lenders. (a) Upon the receipt by the Borrower of (a) a claim from any Lender for compensation under Section 10.3 9.3 or 13.1 11.1 hereof, or a (b) notice by any Lender to the Borrower of any illegality pursuant to Section 10.1 9.1 hereof or (bc) in the event any Lender is in default in any material respect with respect to its obligations under the Loan Documents (any such Lender referred to in clause (a), (b) or (bc) above being hereinafter referred to as an “"Affected Lender”"), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its any such Affected Lender's expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including its Revolving Credit Commitment and all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayedwithheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.10 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal, interest, and fees accrued and owing to it hereunder, and (iv) the assignment is entered into in accordance with the other requirements of Section 13.12 11.12 hereof.

Substitution of Lenders. (a) Upon the receipt by the Borrower of (a) a claim from any Lender for compensation under Section 10.3 8.4 or 13.1 10.1 hereof, or a (b) notice by any Lender to the Borrower of any illegality pursuant to Section 10.1 8.2 hereof or (bc) in the event any Lender is in default in any material respect with respect to its obligations under the Loan Documents (any such Lender referred to in clause (a), (b) or (bc) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including its Revolving Credit Commitment and all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative AgentAgent and the L/C Issuer, which consent consents shall not be unreasonably withheld or delayedwithheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal, interest, and fees accrued and principal owing to it hereunder, and (iv) the assignment is entered into in accordance with the other requirements of Section 13.12 10.12 hereof.

Substitution of Lenders. (a) Upon the receipt by the Borrower of (a) a claim from any Lender for compensation under Section 10.3 or 13.1 hereof, or a (b) notice by any Lender to the Borrower of any illegality pursuant to Section 10.1 hereof or (bc) in the event any Lender is in default in any material respect with respect to its obligations under the Loan Documents (any such Lender referred to in clause (a), (b) or (bc) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including its Revolving Credit Commitment and all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayedwithheld, to the identity of the assignee of such assignment, (iii) the Borrower shall have paid to the Affected Lender shall receive one or more payments from either the Borrower or one or more assignees of all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal, interest, and fees accrued and owing to it hereunderhereunder for a purchase of its Obligations at par, and (iv) the assignment is entered into in accordance with the other requirements of Section 13.12 hereof.

Substitution of Lenders. (a) Upon the receipt by the Borrower of (a) a claim from any Lender for compensation under Section 10.3 or 13.1 12.1 hereof, or a (b) notice by any Lender to the Borrower of any illegality pursuant to Section 10.1 hereof hereof, or (bc) in the event any Lender is in default in any material respect with respect to its obligations under the Loan Documents (any such Lender referred to in clause (a) ), (b), or (bc) above being hereinafter referred to as an “Affected Lender”"AFFECTED LENDER"), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, rights and obligations hereunder (including its Revolving Credit Commitment and all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to a another bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule rule, or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayedwithheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.13 hereof as if the such Loans owing to it were prepaid rather than assigned) other than such principal, interest, and fees accrued and owing to it hereunderamounts paid by the assignee Lender, and (iv) the assignment is entered into in accordance with the other requirements of Section 13.12 12.12 hereof.

Substitution of Lenders. In the event (a) Upon the receipt by the Borrower any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a claim from any Lender for compensation under Section 10.3 Person who has been deemed insolvent or 13.1 hereof, becomes the subject of a bankruptcy or insolvency proceeding or a notice by receiver or conservator has been appointed for any Lender to the Borrower of any illegality pursuant to Section 10.1 hereof such Person, or (b) in a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof at a time when the event any Lender is in default in any material respect with respect to its obligations under the Loan Documents Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a) or (b) above being hereinafter referred to as an “"Affected Lender”"), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par plus accrued interest and feespar, without recourse, all of its interest, rights, and obligations hereunder (including its Revolving Credit Commitment and all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to a bank or other institutional lender an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal, interest, and fees accrued and principal owing to it hereunder, and (iviii) the assignment is entered into in accordance with with, and subject to the other requirements of consents required by, Section 13.12 hereof12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. (a) Upon the receipt by the Borrower Borrowers of (a) a claim from any Lender for compensation under Section 10.3 or 13.1 hereof, or a (b) notice by any Lender to the Borrower Borrowers of any illegality pursuant to Section 10.1 hereof or (bc) in the event any Lender is in default in any material respect with respect to its obligations under the Loan Documents (any such Lender referred to in clause (a), (b) or (bc) above being hereinafter referred to as an “"Affected Lender”"), the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including its Revolving Credit Commitment and all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to a bank or other institutional lender specified by the BorrowerBorrowers, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower Borrowers shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayedwithheld, to such assignment, (iii) the Borrower Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assignedassigned except if such Lender is being replaced pursuant to clause (c) above) other than such principal, interest, and fees accrued and owing to it hereunder, and (iv) the assignment is entered into in accordance with the other requirements of Section 13.12 hereof.

Substitution of Lenders. (a) Upon the receipt by the Borrower Borrowers of (a) a claim from any Lender for compensation under Section 10.3 or 13.1 hereof, or a (b) notice by any Lender to the Borrower Borrowers of any illegality pursuant to Section 10.1 hereof or (bc) in the event any Lender is in default in any material respect with respect to its obligations under the Loan Documents (any such Lender referred to in clause (a), (b) or (bc) above being hereinafter referred to as an “"Affected Lender”"), the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including its Revolving Credit Commitment and all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to a bank or other institutional lender specified by the BorrowerBorrowers, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower Borrowers shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayedwithheld, to such assignment, (iii) the Borrower Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assignedassigned except if such Lender is being replaced pursuant to clause (c) above) other than such principal, interest, and fees accrued and owing to it hereunder, and (iv) the assignment is entered into in accordance with the other requirements of Section 13.12 hereof.

Substitution of Lenders. (a) Upon the receipt by the Borrower of (a) a claim from any Lender for compensation under Section 10.3 8.4 or 13.1 10.1 hereof, or a (b) notice by any Lender to the Borrower of any illegality pursuant to Section 10.1 8.2 hereof or (bc) in the event any Lender is in default in any material respect with respect to its obligations under the Loan Documents (any such Lender referred to in clause (a), (b) or (bc) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including its Revolving Credit Commitment and all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative AgentAgent and the L/C Issuer, which consent consents shall not be unreasonably withheld or delayedwithheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal, interest, and fees accrued and principal owing to it hereunder, and (iv) the assignment is entered into in accordance with the other requirements of Section 13.12 10.10 hereof.

Substitution of Lenders. In the event (a) Upon the receipt by the Borrower of a claim from any Lender for compensation under Section 10.3 or 13.1 hereof, or a notice by any Lender to the Borrower of any illegality pursuant to Section 10.1 hereof or (b) in the event any Lender is in default in any material respect with respect to its obligations under the Loan Documents Documents, or (b) a Lender fails to consent to an amendment or waiver requested under Section 12.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a) or (b) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par plus accrued interest and feespar, without recourse, all of its interest, rights, and obligations hereunder (including its Revolving Credit Commitment and all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to a bank or other institutional lender an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal, interest, and fees accrued and principal owing to it hereunder, and (iviii) the assignment is entered into in accordance with with, and subject to the other requirements of consents required by, Section 13.12 hereof12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Lenders. (a) Upon the receipt by the Borrower of (a) a claim from any Lender for compensation under Section 10.3 9.3 or 13.1 12.1 hereof, or a (b) notice by any Lender to the Borrower of any illegality pursuant to Section 10.1 9.1 hereof or (bc) in the event any Lender is in default in any material respect with respect to its obligations under the Loan Documents (any such Lender referred to in clause (a), (b) or (bc) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including its Revolving Credit Commitment and all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayedwithheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal, interest, and fees accrued and owing to it hereunder, and (iv) the assignment is entered into in accordance with the other requirements of Section 13.12 12.12 hereof.

Substitution of Lenders. (a) Upon the receipt by the Borrower of (a) a claim from any Lender for compensation under Section 10.3 or 13.1 hereof, or a (b) notice by any Lender to the Borrower of any illegality pursuant to Section 10.1 hereof or (bc) in the event any Lender is in default in any material respect with respect to its obligations under the Loan Documents (any such Lender referred to in clause (a), (b) or (bc) above being hereinafter referred to as an “"Affected Lender”"), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including its Revolving Credit Commitment and all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayedwithheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal, interest, and fees accrued and owing to it hereunder, and (iv) the assignment is entered into in accordance with the other requirements of Section 13.12 hereof.

Substitution of Lenders. (a) Upon the receipt by the Borrower of (a) a claim from any Lender for compensation under Section 10.3 or 13.1 hereof, or a (b) notice by any Lender to the Borrower of any illegality pursuant to Section 10.1 hereof hereof, or (bc) in the event that any Lender is in default in any material respect with respect to its obligations under the Loan Documents (any such Lender referred to in clause (a), (b) or (bc) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, rights and obligations hereunder (including its Revolving Credit Commitment and all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayedwithheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with with, except in the case of clause (c), above, amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal, interest, interest and fees accrued and owing to it hereunder, and (iv) the assignment is entered into in accordance with the other requirements of Section 13.12 hereof.