Common use of Replacement of Non-Extending Lenders Clause in Contracts

Replacement of Non-Extending Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with one or more financial institutions (each, an “Additional Extension Lender”) in accordance with Section 10.13. Each such Additional Extension Lender shall, effective on or before the Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Extension Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such effective date). Prior to any Non-Extending Lender being replaced by one or more Additional Extension Lenders pursuant hereto, such Non-Extending Lender may by written notice to the Administrative Agent and the Company (which notice shall set forth such Lender’s requested new Maturity Date), request (a “Non-Extending Lender Request”) that the Company agree that such Non-Extending Lender may become an Extending Lender. The Company may, in its sole discretion, agree that such Non-Extending Lender may become an Extending Lender, such agreement to be evidenced by a written notice from the Company to the Administrative Agent and such Non-Extending Lender given within five (5) Business Days of receipt by the Company of the applicable Non-Extending Lender Request. If the Company shall fail to provide such a notice within the prescribed time period, then the Company shall be deemed not to have agreed to permit such Non-Extending Lender to become an Extending Lender.

Replacement of Non-Extending Lenders. The Provided that no Default shall have occurred and be continuing, the Company shall have the right, but shall not be obligated, right at any time on or before prior to the applicable Maturity relevant Extension Date for to replace any Lender which has not consented to the Extension Request (each, a “Non-Extending Lender”) with, and otherwise add to this Credit Agreement, one or more other Eligible Institutions (which may include any Lender) (each an “Additional Commitment Lender”) in each case with the consent of the Administrative Agent (such consent in each case not to be unreasonably withheld). If some or all of the Commitment of a Non-Extending Lender to replace is being assumed by one or more Additional Commitment Lenders, such Non-Extending Lender shall enter into an Assignment and Assumption with one or more financial institutions (each, an “Additional Extension Lender”) in accordance with Section 10.13. Each such Additional Extension Lender Commitment Lender(s) pursuant to which such Additional Commitment Lender(s) shall, effective on as of the Extension Date, (i) assume all or before a portion of such Non-Extending Lender’s Commitment and (ii) purchase at par (or such other amount as may be agreed to by such Non-Extending Lender and the Maturity Date respective Additional Commitment Lender) for cash all or a portion of the Loans made by such Non-Extending Lender, assume a Commitment (and, if any in each case as may be specified in such Additional Extension Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such effective date). Prior to any Non-Extending Lender being replaced by one or more Additional Extension Lenders pursuant hereto, such Non-Extending Lender may by written notice to the Administrative Agent Assignment and the Company (which notice shall set forth such Lender’s requested new Maturity Date), request (a “Non-Extending Lender Request”) that the Company agree that such Non-Extending Lender may become an Extending Lender. The Company may, in its sole discretion, agree that such Non-Extending Lender may become an Extending Lender, such agreement to be evidenced by a written notice from the Company to the Administrative Agent and such Non-Extending Lender given within five (5) Business Days of receipt by the Company of the applicable Non-Extending Lender Request. If the Company shall fail to provide such a notice within the prescribed time period, then the Company shall be deemed not to have agreed to permit such Non-Extending Lender to become an Extending LenderAssumption.

Replacement of Non-Extending Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with one or more financial institutions (each, an “Additional Extension Lender”) in accordance with Section 10.13. Each such Additional Extension Lender shall, effective on or before the Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Extension Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such effective date). Prior to any Non-Extending Lender being replaced by one or more Additional Extension Lenders pursuant hereto, such Non-Extending Lender may by written notice to the Administrative Agent and the Company (which notice shall set forth such Lender’s requested new Maturity Date), request (a “Non-Extending Lender Request”) that the Company agree that such Non-Extending Lender may become an Extending Lender. The Company may, in its sole discretion, agree that such Non-Extending Lender may become an Extending Lender, such agreement to be evidenced by a written notice from the Company to the Administrative Agent and such Non-Extending Lender given within five (5) 5 Business Days of receipt by the Company of the applicable Non-Extending Lender Request. If the Company shall fail to provide such a notice within the prescribed time period, then the Company shall be deemed not to have agreed to permit such Non-Extending Lender to become an Extending Lender.

Replacement of Non-Extending Lenders. The Company Borrower shall have the right, but shall not be obligated, right on or before the applicable Maturity Anniversary Date for to replace any Non-Extending Lender to replace such Non-Extending extending Lender with one or more financial institutions other lenders (eachwhich may include any existing Lender) (each prior to the Anniversary Date, an “"ADDITIONAL COMMITMENT LENDER") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Extension Lender”) Commitment Lenders shall have entered into an agreement in accordance with Section 10.13. Each form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Extension Commitment Lender shall, effective on or before as of the Maturity Date for such Non-Extending LenderAnniversary Date, assume undertake a Commitment (and, if any such Additional Extension Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s 's Commitment hereunder on such effective date). Prior to any Non-Extending Lender being replaced by one or more Additional Extension Lenders pursuant heretoIf there are Loans outstanding on the Anniversary Date, such Non-Extending extending Lender may by written notice shall Credit Agreement ---------------- 42 - 38 - assign, without recourse (in accordance with and subject to the Administrative Agent and the Company (which notice shall set forth such Lender’s requested new Maturity Daterestrictions contained in Section 9.04), request all its interests and rights in respect of any outstanding Loans (a “Non-Extending Lender Request”excluding any Competitive Loans) held by it to such Additional Commitment Lender(s); PROVIDED that on the Company agree that Anniversary Date such Non-Extending extending Lender may become shall have received payment of an Extending Lender. The Company mayamount equal to the outstanding principal of its Loans (other than Competitive Loans), in its sole discretionaccrued interest thereon, agree that such Non-Extending Lender may become an Extending Lenderaccrued fees and all other amounts payable to it hereunder, such agreement to be evidenced by a written notice from the Company assignee (to the Administrative Agent extent of such outstanding principal and such Non-Extending Lender given within five accrued interest and fees) or the Borrower (5) Business Days in the case of receipt by the Company of the applicable Non-Extending Lender Request. If the Company shall fail to provide such a notice within the prescribed time period, then the Company shall be deemed not to have agreed to permit such Non-Extending Lender to become an Extending Lenderall other amounts).