Replacement of Affected Lender. Within ninety (90) days after ------------------------------ receipt by the Borrower of written notice and demand from any Lender for any payment under the terms of Section 6.1 or Section 6.6, or within ninety (90) ----------- ----------- days of the Borrower becoming aware that a Lender has become insolvent, or its assets subject to a receiver, liquidator, trustee, custodian or other similar Person or it or its assets are otherwise subject to insolvency proceedings, then, subject to this Section 6.8, the Borrower may, at its option notify the ----------- Administrative Agent and such Lender (the "Affected Lender") of its intention to --------------- obtain, at the Borrower's expense, a replacement Lender ("Replacement Lender") ------------------ to purchase the Affected Lender's Loans and its obligations under the Loan Documents. Subject to this Section 6.8, the Borrower shall, within ninety (90) ----------- days following the delivery of such notice from the Borrower cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the Loans of the Affected Lender and assume the Affected Lender's Commitment and obligations hereunder in accordance with the terms of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans held by such Affected Lender, all unpaid interest and commitment fees accrued thereon, and all other Secured Obligations owed to such Affected Lender including amounts owed under Sections 6.1 or 6.
Replacement of Affected Lender. At any time any Lender is an Affected Lender, the Borrowers may replace such Affected Lender as a party to this Agreement with one or more other Lenders and/or Assignees, and upon notice from the Borrowers such Affected Lender shall assign, and without recourse or warranty, its Commitment, its Committed Advances, its Letter of Credit Advances, its obligations to fund Letter of Credit payments, its participation in, and its rights and obligations with respect to, Letters of Credit, and all of its other rights and obligations hereunder to such other Lenders and/or Assignees for a purchase price equal to the sum of the principal amount of the Committed Advances so assigned, all accrued and unpaid interest thereon, such Affected Lender’s ratable share of all accrued and unpaid fees payable pursuant to Section 2.09, any amounts payable pursuant to Section 9.04(c) as a result of such Affected Lender receiving payment of any Eurodollar Rate Advance prior to the end of an Interest Period therefor (assuming for such purpose that receipt of payment pursuant to such Assignment and Acceptance constitutes payment of such Eurodollar Rate Advances) and all other obligations owed to such Affected Lender hereunder.
Replacement of Affected Lender. At any time any Lender (i) is affected by the circumstances described in Section 3.1, 3.2, 3.3 or 3.5 or (ii) does not consent to an Extension Request made pursuant to Section 2.17, the Borrower may replace such Lender as a party to this Agreement with one or more bank(s) or other financial institution(s) reasonably satisfactory to the Administrative Agent, such bank(s) or financial institution(s) to have a Commitment or Commitments, as the case may be, in such amounts as shall be reasonably satisfactory to the Administrative Agent (and upon notice from the Borrower such Lender shall assign, without recourse or warranty, its Commitment, its Loans, its Note and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the principal amount of the Loans so assigned and, as applicable, all accrued and unpaid interest thereon, its share of all accrued and unpaid fees, any amounts payable under Section 3.4 as a result of such Lender receiving payment of any Eurodollar Loan prior to the end of an Interest Period therefor and all other obligations owed to such Lender hereunder).
Replacement of Affected Lender. At any time any Lender is an Affected Lender, the Borrower may replace such Affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) reasonably satisfactory to the Administrative Agent, such bank(s) or financial institution(s) to have a Commitment or Commitments, as the case may be, in an aggregate amount equal to the Commitment of such Affected Lender being replaced thereby, and upon notice from the Borrower such Affected Lender shall assign, without recourse or warranty, its Commitment, its Revolving Credit Loans, and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the principal amount of the Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid fees, any amounts payable under subsection 4.16 as a result of such Lender receiving payment of any Eurodollar Loan prior to the end of an Interest Period therefor and all other obligations owed to such Affected Lender hereunder; provided that no Affected Lender shall be required to assign any Money Market Loan.
Replacement of Affected Lender. At any time any Lender is affected by the circumstances described in Section 3.1, 3.2, 3.3 or 3.5, the Borrower may replace such Lender as a party to this Agreement with one or more bank(s) or other financial institution(s) reasonably satisfactory to the Administrative Agent, such bank(s) or financial institution(s) to have a Commitment or Commitments, as the case may be, in such amounts as shall be reasonably satisfactory to the Administrative Agent (and upon notice from the Borrower such Lender shall assign, without recourse or warranty, its Commitment, its Loans, its Note and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the principal amount of the Loans so assigned and, as applicable, all accrued and unpaid interest thereon, its share of all accrued and unpaid fees, any amounts payable under Section 3.4 as a result of such Lender receiving payment of any Eurodollar Loan prior to the end of an Interest Period therefor and all other obligations owed to such Lender hereunder).
Replacement of Affected Lender. If any Lender becomes a Defaulting Lender or does not provide its consent or agreement to a request by the Borrower for a waiver, approval or amendment which requires the consent of all of the Lenders pursuant to the provisions of this Agreement or all Lenders directly and adversely affected (each such Defaulting Lender or non-consenting Lender being herein referred to as an “Affected Lender”), then the Borrower may, provided no Event of Default has occurred and is continuing, give the Administrative Agent notice of its intention to cause such Affected Lender to assign its Commitment in full to one or more financial institutions acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank, and the Borrower shall pay any fees payable thereunder in connection with such assignment; provided that, on the date of such assignment:
(a) such Affected Lender shall execute and deliver such documents assigning its Commitment as shall be required for such purpose, as contemplated by Section 14.8;
(b) the replacement Lender shall pay to such Affected Lender an amount equal to the principal of, and all accrued interest on, all outstanding Accommodations of such Affected Lender; and
(c) the Borrower shall pay any amounts payable to such Affected Lender under Section 11.5 as if it were a voluntary prepayment under Section 2.4.
Replacement of Affected Lender. Within thirty (30) days after receipt by Borrower of written notice and demand from any Lender for any payment under the terms of SECTION 6.1 or SECTION 6.6, or within thirty (30) days of Borrower becoming aware that a Lender has become insolvent, or its assets subject to a receiver, liquidator, trustee, custodian or other similar Person or it or its assets are otherwise subject to insolvency proceedings, or if a Lender fails to make Loans required to be made hereunder, then, subject to this SECTION 6.7, Borrower may, at its option notify Agent and such Lender (the "AFFECTED LENDER") of its intention to obtain, at Borrower's expense, a replacement Lender ("REPLACEMENT LENDER") to purchase the Affected Lender's Loans and its obligations under the Loan Documents. Subject to this SECTION 6.7, Borrower shall,
Replacement of Affected Lender. If the Borrowers, as a result of the requirements of either Section 4.1 or 4.3, shall be required to pay any particular Lender the additional amounts referred to in such Section, which costs are not imposed by the other Lenders, or if a Lender is unable to make or maintain LIBOR Rate Loans and gives a notice of such pursuant to Section 4.2 (each Lender so affected by the circumstances described in Section 4.1, 4.2 or 4.3 an “Affected Lender”), then the Borrowers shall be entitled to find a replacement Lender reasonably acceptable to the Agent, and to replace the Affected Lender within 180 days after the Affected Lender makes a demand for payment of such additional amounts or gives a notice under Section 4.2. The Affected Lender and the replacement Lender shall execute an Assignment and Acceptance with respect to all of the Affected Lender’s Commitments and all loans owing to the Affected Lender and comply with the requirements of Article 11. Upon the payment by the replacement Lender to the Affected Lender of the then outstanding principal amount of Loans owing to the Affected Lender, together with accrued interest thereon, and the payment by the Borrowers to the Affected Lender of any compensation required by Section 4.1 or 4.3 and to the Agent of the processing fee required by Section 11.2, the replacement Lender shall succeed to all of the Affected Lender’s rights and obligations under this Agreement and the other Loan Documents.
Replacement of Affected Lender. Within thirty (30) days after receipt by the Borrower of written notice and demand from any Lender for any payment under the terms of SECTION 5.1 or SECTION 5.3 then, subject to this SECTION 5.9, the Borrower may, at its option, notify the Agent and such Lender (the "AFFECTED LENDER") of its intention to obtain, at the Borrower's sole expense, a replacement Lender ("REPLACEMENT LENDER") to purchase the Affected Lender's Loans and its obligations under the Loan Documents. Subject to this SECTION 5.9, the Borrower shall, within thirty (30) days following the delivery of such notice from the Borrower, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the Loans and other obligations of the Affected Lender and assume the Affected Lender's Commitment and obligations hereunder in accordance with the terms of an
Replacement of Affected Lender. Within thirty (30) days after receipt by the Borrower of written notice and demand from any Lender for any payment under the terms of Section 6.1 or Section 6.6, or within thirty (30) days of the Borrower becoming aware that a Lender has become insolvent, or its assets subject to a receiver, liquidator, trustee, custodian or other similar Person or it or its assets are otherwise subject to insolvency proceedings, or if a Lender fails to make Loans required to be made hereunder, the Borrower may, at its option notify the Administrative Agent and such Lender (the "Affected Lender") of its intention to obtain, at the Borrower's expense, a replacement Lender ("Replacement Lender") to purchase the Affected Lender's Loans and its obligations under the Loan Documents. The Borrower shall, within thirty (30) days following the delivery of such notice from the Borrower cause the Replacement Lender to purchase the Loans of the Affected Lender and assume the Affected Lender's obligations hereunder in accordance with the terms of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans held by such Lender, all unpaid interest and commitment fees accrued thereon, and all other Obligations owed to such Lender including amounts owed under Sections 6.1 or 6.
