Common use of Replacement Lenders Clause in Contracts

Replacement Lenders. At any time after the payment by the Borrower to any Lender of any amount pursuant to Section 3.12 or 3.13 that the Borrower reasonably deems material, the Borrower may, by writing addressed to the Administrative Agent and each Lender that requested the payment of such amount, nominate or propose an Eligible Assignee that is willing to become the assignee of the Commitment and other obligations of such Lender (a "Replacement Lender") pursuant to Section 11.3, and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the Administrative Agent an Assignment Agreement whereby such Lender shall assign its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 11.3 unless, prior to the expiration of such period, the Administrative Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Administrative Agent; provided, that in no event will (i) any Lender be required to enter into an Assignment Agreement at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) the Administrative Agent or any Lender be obligated to assist the Borrower in identifying any Eligible Assignees that are willing to become such a Replacement Lender or (iii) any such assignment be required if the consummation thereof conflicts with any Requirement of Law.

Replacement Lenders. At any time after In the payment by event that the Borrower Borrowers become obligated to pay additional amounts or increased amounts to, or receive notice from, any Lender of any amount pursuant to Section 3.12 Sections 3-9, 3-18 or 3.13 that 3-19 hereof (an “Affected Lender”), then, unless such Affected Lender has theretofore removed or cured the Borrower reasonably deems materialconditions which resulted in the obligation to pay such additional amounts or increased amounts, and so long as no Event of Default then exists, the Borrower Borrowers may, by writing addressed on thirty (30) Business Day’s prior written notice from the Lead Borrower to the Administrative Agent and each the Affected Lender, cause the Affected Lender that requested the payment of to (and such amountAffected Lender shall) assign without recourse, nominate such Affected Lender’s Commitment at such time together with all accrued but unpaid interest and fees to either (x) another Lender willing to accept such assignment, or propose (y) to an Eligible Assignee that is willing Assignee, to become the assignee of the Commitment and other obligations of such Lender (a "Replacement Lender") extent available, in each instance pursuant to the provisions of Section 11.3, and within fifteen (15) Business Days after receipt 14-13 below. Each of such proposal from the Borrower, each such Lender shall execute and deliver to the Administrative Agent an Assignment Agreement whereby such and the Affected Lender shall assign its entire Commitment reasonably cooperate with the Lead Borrower, without recourse to either such Person, in favor of effectuating the proposed Replacement Lender in accordance with Section 11.3 unless, prior to the expiration replacement of such period, Affected Lender under this Section. The exercise by the Administrative Agent Borrowers of their rights under this Section shall have notified be at the Borrower Borrowers’ sole cost and such Lender that the proposed Replacement Lender is not reasonably acceptable expense and at no cost or expense to the Administrative Agent; provided, that in no event will (i) any the Affected Lender be required to enter into an Assignment Agreement at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) the Administrative Agent or any of the other Lenders. The terms of this Section shall not in any way limit the Borrowers’ obligation to pay to any Affected Lender be obligated compensation owing to assist the Borrower in identifying any Eligible Assignees that are willing such Affected Lender pursuant to become such a Replacement Lender Section 3-18 or (iii) any such assignment be required if the consummation thereof conflicts with any Requirement of Law3-19.

Replacement Lenders. At any time within 30 days after the payment by the Borrower to any Lender of any amount pursuant to Section 3.12 5.01 or 3.13 5.07 hereof that the Borrower reasonably deems material, the Borrower may, by writing addressed notice to the Administrative Agent and each Lender that requested the payment of such amount, nominate or propose an Eligible Assignee a bank or other financial institution that is willing to become the assignee of the Commitment Loans and other obligations (if any) Commitments of such Lender (a "Replacement Lender") pursuant to Section 11.312.06(b) hereof, and within fifteen (15) 15 Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the Administrative Agent an Assignment Agreement and Acceptance substantially in the form of Exhibit G hereto whereby such Lender shall assign its entire Commitment in favor of Loans and (if any) Commitments to the proposed Replacement Lender in accordance with Section 11.3 12.06(b) hereof unless, prior to the expiration of such period, the Administrative Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Administrative Agent; provided, provided that in no event will (i) any Lender be required to enter into an such Assignment Agreement and Acceptance under this Section 5.08 at a price less than par plus accrued interest and prorated fees and other costs Credit Agreement due hereunder (including, without limitation, break funding costs incurred by such Lender as a result of such assignment being effected on a day other than the last day of an Interest Period, which amount (if any) shall be payable by the Borrower to such Lender) to the effective date thereof, (ii) the Administrative Agent or any Lender be obligated to assist the Borrower in identifying any Eligible Assignees Person that are is willing to become such a Replacement Lender or and (iii) any such assignment be required if the consummation thereof conflicts with any Requirement of Lawlaw, regulation or rule.

Replacement Lenders. At any time within 30 days after the payment by the Borrower to any Lender of any amount pursuant to Section 3.12 5.01(a), 5.01(b) or 3.13 5.07 hereof that the Borrower reasonably deems material, the Borrower may, by writing addressed notice to the Administrative Agent and each Lender that requested the payment of such amount, nominate or propose an Eligible Assignee a bank or other financial institution that is willing to become the assignee of the Commitment Loans and other obligations (if any) Commitments of such Lender (a "Replacement LenderREPLACEMENT LENDER") pursuant to Section 11.312.06(b) hereof, and within fifteen (15) 15 Business Days after receipt of such proposal from the Borrower, each such Lender CREDIT AGREEMENT shall execute and deliver to the Administrative Agent an Assignment Agreement and Acceptance substantially in the form of Exhibit G hereto whereby such Lender shall assign its entire Commitment in favor of Loans and (if any) Commitments to the proposed Replacement Lender in accordance with Section 11.3 12.06(b) hereof unless, prior to the expiration of such period, the Administrative Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Administrative Agent; provided, PROVIDED that in no event will (i) any Lender be required to enter into an such Assignment Agreement and Acceptance under this Section 5.08 at a price less than par plus accrued interest and prorated fees and other costs due hereunder (including, without limitation, break funding costs incurred by such Lender as a result of such assignment being effected on a day other than the last day of an Interest Period, which amount (if any) shall be payable by the Borrower to such Lender) to the effective date thereof, (ii) the Administrative Agent or any Lender be obligated to assist the Borrower in identifying any Eligible Assignees Person that are is willing to become such a Replacement Lender or and (iii) any such assignment be required if the consummation thereof conflicts with any Requirement of Lawlaw, regulation or rule.

Replacement Lenders. At any time after the payment by the Borrower to any Lender of any amount pursuant to Section 3.12 3.13 or 3.13 3.14 that the Borrower reasonably deems material, the Borrower may, by writing addressed to the Administrative Agent and each Lender that requested the payment of such amount, nominate or propose an Eligible Assignee that is willing to become the assignee of the Commitment and other obligations of such Lender (a "Replacement Lender") pursuant to Section 11.3, and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the Administrative Agent an Assignment Agreement whereby such Lender shall assign its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 11.3 unless, prior to the expiration of such period, the Administrative Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Administrative Agent; provided, that in no event will (i) any Lender be required to enter into an Assignment Agreement at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) the Administrative Agent or any Lender be obligated to assist the Borrower in identifying any Eligible Assignees that are willing to become such a Replacement Lender or (iii) any such assignment be required if the consummation thereof conflicts with any Requirement of Law.

Replacement Lenders. At any time after In the payment by event that the Borrower Borrowers become obligated to pay additional amounts or increased amounts to, or receive notice from, any Lender of any amount pursuant to Section 3.12 Sections 3-9, 3-18 or 3.13 that 3-19 hereof (an "AFFECTED LENDER"), then, unless such Affected Lender has theretofore removed or cured the Borrower reasonably deems materialconditions which resulted in the obligation to pay such additional amounts or increased amounts, and so long as no Event of Default then exists, the Borrower Borrowers may, by writing addressed on thirty (30) Business Day's prior written notice from the Lead Borrower to the Administrative Agent and each the Affected Lender, cause the Affected Lender that requested the payment of to (and such amountAffected Lender shall) assign without recourse, nominate such Affected Lender's Commitment at such time together with all accrued but unpaid interest and fees to either (x) another Lender willing to accept such assignment, or propose (y) to an Eligible Assignee that is willing Assignee, to become the assignee of the Commitment and other obligations of such Lender (a "Replacement Lender") extent available, in each instance pursuant to the provisions of Section 11.3, and within fifteen (15) Business Days after receipt 13-13 below. Each of such proposal from the Borrower, each such Lender shall execute and deliver to the Administrative Agent an Assignment Agreement whereby such and the Affected Lender shall assign its entire Commitment reasonably cooperate with the Lead Borrower, without recourse to either such Person, in favor of effectuating the proposed Replacement Lender in accordance with Section 11.3 unless, prior to the expiration replacement of such period, Affected Lender under this Section. The exercise by the Administrative Agent Borrowers of their rights under this Section shall have notified be at the Borrower Borrowers' sole cost and such Lender that the proposed Replacement Lender is not reasonably acceptable expense and at no cost or expense to the Administrative Agent; provided, that in no event will (i) any the Affected Lender be required to enter into an Assignment Agreement at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) the Administrative Agent or any of the other Lenders. The terms of this Section shall not in any way limit the Borrowers' obligation to pay to any Affected Lender be obligated compensation owing to assist the Borrower in identifying any Eligible Assignees that are willing such Affected Lender pursuant to become such a Replacement Lender Section 3-18 or (iii) any such assignment be required if the consummation thereof conflicts with any Requirement of Law3-19.

Replacement Lenders. At any time after the payment by the Borrower to any Lender of any amount pursuant to Section 3.12 3.13 or 3.13 3.14 that the Borrower reasonably deems material, the Borrower may, by writing addressed to the Administrative Agent and each Lender that requested the payment of such amount, nominate or propose an Eligible Assignee that is willing to become the assignee of the Commitment and other obligations of such Lender (a "Replacement Lender") pursuant to Section 11.3------------------ 10.3, and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the Administrative Agent an Assignment Agreement whereby such Lender shall assign its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 11.3 10.3 unless, prior to the expiration of such period, the Administrative Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Administrative Agent; provided, that in no event will (i) any Lender be required to enter into an Assignment Agreement at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) the Administrative Agent or any Lender be obligated to assist the Borrower in identifying any Eligible Assignees that are willing to become such a Replacement Lender or (iii) any such assignment be required if the consummation thereof conflicts with any Requirement of Law.

Replacement Lenders. At any time after the payment by the Borrower to any Lender of any amount pursuant to Section 3.12 or 3.13 that the Borrower reasonably deems material, the Borrower may, by writing addressed to the Administrative Agent and each Lender that requested the payment of such amount, nominate or propose an Eligible Assignee that is willing to become the assignee of the Commitment and other obligations of such Lender (a "Replacement LenderREPLACEMENT LENDER") pursuant to Section 11.3, and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the Administrative Agent an Assignment Agreement and Acceptance whereby such Lender shall assign its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 11.3 unless, prior to the expiration of such period, the Administrative Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Administrative Agent; provided, PROVIDED that in no event will (i) any Lender be required to enter into an Assignment Agreement at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) the Administrative Agent or any Lender be obligated to assist the Borrower in identifying any Eligible Assignees that are willing to become such a Replacement Lender or (iii) any such assignment be required if the consummation thereof conflicts with any Requirement of Law.

Replacement Lenders. At any time within 60 days after the payment applicable Funding Date and repayment by the Borrower to any Lender Borrowers of any amount pursuant to described in Section 3.12 or 3.13 that the Borrower reasonably deems material2.4(d)(iii)(B) above, the Borrower mayBorrowers, by writing addressed to the Administrative Agent and each Lender that requested the payment of such amountDefaulting Lender, may nominate or propose another bank or financial institution, including an Eligible Assignee existing Lender, that is willing to become the assignee a Replacement Lender or other Assignee of the Commitment and other obligations of such a Defaulting Lender (a "Replacement Lender") pursuant to Section 11.312.1 hereof, and and, within fifteen (15) 10 Business Days after receipt of such proposal from the BorrowerBorrowers, each such Defaulting Lender shall execute and deliver to the Administrative Agent an Assignment Agreement whereby such Lender shall assign of its entire Commitment in favor of the proposed Replacement Lender or other Assignee in accordance conformity with Section 11.3 12.1 hereof unless, prior to the expiration of such period, the Administrative Agent shall have notified the Borrower Borrowers and such Defaulting Lender that the proposed Replacement Lender or other Assignee is not reasonably acceptable to the Administrative Agent; provided, that in . In no event will (i) any Lender be required to enter into an Assignment Agreement at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) either the Administrative Agent or any Lender the Lenders be obligated to assist the Borrower in identifying any Eligible Assignees banks or financial institutions that are willing to become such a Replacement Lender or (iii) other Assignee of any such assignment be required if the consummation thereof conflicts with any Requirement of LawDefaulting Lender.

Replacement Lenders. At any time within sixty (60) days after the any payment by the Borrower to any Lender of any amount pursuant to Section 3.12 or 3.13 3.7 that the Borrower reasonably deems to be material, the Borrower mayBorrower, by writing addressed to the Administrative Agent Lead Agents and each Lender that requested the payment of such amount, may nominate or propose an Eligible Assignee that is willing to become the assignee of the Commitment and other obligations of such Lender (a "Replacement Lender") pursuant to Section 11.312.10(b), and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the Administrative Agent an Assignment Agreement whereby such Lender shall assign and Acceptance of its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 11.3 12.10(b) unless, prior to the expiration of such period, the Administrative either Lead Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Administrative such Lead Agent; provided, that in no event will (i) any Lender be required to enter into an Assignment Agreement and Acceptance at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) the Administrative either a Lead Agent or any Lender Lenders be obligated to assist the Borrower in identifying any Eligible Assignees that are willing to become such a Replacement Lender or (iii) any such assignment be required if the consummation thereof conflicts with any Requirement Applicable Law. The assignment fee payable to the Administrative Agent in connection with any such assignment pursuant to Section 12.10(b) shall be for the account of Lawthe Borrower.

Replacement Lenders. At If any time after the payment by Lender (a) seeks additional compensation pursuant to either Section 3.01 or 3.04 or (b) is restricted from making any Eurodollar Rate Loans under this Agreement (any such Lender, a "Restricted Lender"), so long as no Default or Event of Default shall have occurred and be continuing and the Borrower to any Lender of any has obtained a commitment (in an amount pursuant to Section 3.12 or 3.13 that not less than the Borrower reasonably deems material, the Borrower may, by writing addressed to the Administrative Agent and each Lender that requested the payment entire amount of such amountRestricted Lender's Commitment) from one or more Lenders or Eligible Assignees, nominate who does not suffer from the same impairment as the Restricted Lender with respect to matters in clauses (a) or propose an Eligible Assignee that is willing (b) above, to become the assignee of the Commitment and other obligations of a Lender for all purposes hereunder (such Lender (a or Lenders referred to as the "Replacement Lender") ), the Borrower may cause such Restricted Lender to be replaced by, and to assign all its rights and obligations under this Agreement pursuant to Section 11.310.07 to, and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the Administrative Agent an Assignment Agreement whereby such Lender shall assign its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 11.3 unless, prior to the expiration of so long as such period, the Administrative Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Administrative Agent; provided. Such Restricted Lender agrees to execute and to deliver to the Administrative Agent one or more Assignment and Assumption Agreements with such Replacement Lender as provided in Section 10.07 upon payment at par of all principal, that in no event will (i) any Lender be required to enter into an Assignment Agreement at a price less than par plus accrued interest and prorated interest, accrued fees and other costs due hereunder amounts accrued or owing under this Agreement to the effective date thereofsuch Restricted Lender, (ii) and such Replacement Lender shall pay to the Administrative Agent or any Lender be obligated to assist the Borrower processing fee required by Section 10.07 in identifying any Eligible Assignees that are willing to become connection with such a Replacement Lender or (iii) any such assignment be required if the consummation thereof conflicts with any Requirement of Law.assignment. The Restricted 37

Replacement Lenders. At any time within sixty (60) days after the any payment by the Borrower to any Lender of any amount pursuant to Section 3.12 or 3.13 4.7 that the Borrower reasonably deems to be material, the Borrower mayBorrower, by writing addressed to the Administrative Agent Lead Agents and each Lender that requested the payment of such amount, may nominate or propose an Eligible Assignee that is willing to become the assignee of the Commitment and other obligations of such Lender (a "Replacement Lender") pursuant to Section 11.313.10(b), and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the Administrative Agent an Assignment Agreement whereby such Lender shall assign and Acceptance of its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 11.3 13.10(b) unless, prior to the expiration of such period, the Administrative either Lead Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Administrative such Lead Agent; provided, that in no event will (i) any Lender be required to enter into an Assignment Agreement and Acceptance at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) the Administrative either a Lead Agent or any Lender Lenders be obligated to assist the Borrower in identifying any Eligible Assignees that are willing to become such a Replacement Lender or (iii) any such assignment be required if the consummation thereof conflicts with any Requirement Applicable Law. The assignment fee payable to the Administrative Agent in connection with any such assignment pursuant to Section 13.10(b) shall be for the account of Law.the Borrower. 41