Common use of Replacement of Affected Lender Clause in Contracts

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. Within ninety In the event that any Lender or, to the extent applicable, any Credit Participant (90the “Affected Lender”): (a) days after ------------------------------ receipt fails to perform its obligations to fund any portion of the Loan on the Closing Date when required to do so by the Borrower terms of written notice and demand from any Lender for any the Credit Documents; (b) demands payment under the terms provisions of Section 6.1 or Section 6.6, or within ninety (90) ----------- ----------- days 3.4 in an amount materially in excess of the Borrower becoming aware that a Lender has become insolvent, or its assets subject amounts with respect thereto demanded by the other Lenders; or (c) refuses to consent to a receiverproposed amendment, liquidatormodification, trustee, custodian waiver or other similar Person or it or its assets are otherwise subject action requiring consent of the holders of 100% of the Percentage Interests under Section 14.1 that is consented to insolvency proceedings, by Lenders owning at least 90% of the Percentage Interests; then, subject to this Section 6.8so long as no Event of Default exists, the Borrower may, at its option notify Company shall have the ----------- Administrative right to seek a replacement lender which is reasonably satisfactory to the Agent and such Lender (the "Affected Lender") of its intention to --------------- obtain, at the Borrower's expense, a replacement Lender ("“Replacement Lender") ------------------ to ”). The Replacement Lender shall 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 interests of the Affected Lender in the Loan and its Commitment and shall assume the obligations of the Affected Lender's Commitment Lender hereunder and obligations hereunder in accordance with under the terms other Credit Documents upon execution by the Replacement Lender of an Assignment and Acceptance for cash in an aggregate amount equal and the tender by it to the aggregate unpaid principal Affected Lender of a purchase price agreed between it and the Affected Lender (or, if they are unable to agree, a purchase price in the amount of the Loans held by such Affected Lender’s Percentage Interest in the Loan, all unpaid interest and commitment fees accrued thereonor appropriate credit support for contingent amounts included therein, and all other Secured outstanding Credit Obligations then owed to the Affected Lender). No processing fee pursuant to Section 11.2.1 shall be required in connection with such assignment. Upon consummation of such assignment, the Replacement Lender shall become party to this Agreement as a signatory hereto and shall have all the rights and obligations of the Affected Lender including amounts owed under Sections 6.1 this Agreement and the other Credit Documents with a Percentage Interest equal to the Percentage Interest of the Affected Lender, the Affected Lender shall be released from its obligations hereunder and under the other Credit Documents, and no further consent or 6action by any party shall be required. Upon the consummation of such assignment, the Company, the Affected Lender and the Agent shall make appropriate arrangements so that a new Note is issued to the Replacement Lender. The Company and the other Obligors shall sign such documents and take such other actions reasonably requested by the Replacement Lender to enable it to share in the benefits of the rights created by the Credit Documents. Until the consummation of an assignment in accordance with the foregoing provisions of this Section 11.5, the Company shall continue to pay to the Affected Lender any Credit Obligations as they become due and payable.

Replacement of Affected Lender. Within ninety thirty (9030) days after ------------------------------ receipt by the Borrower Borrowers of written notice and demand from any Lender for any payment under the terms of Section 6.1 5.1 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, 5.3 then, subject to this Section 6.85.9, the Borrower Borrowers may, at its option their option, notify the ----------- Administrative Agent and such Lender (the "“Affected Lender"”) of its their intention to --------------- obtain, at the Borrower's Borrowers’ sole expense, a replacement Lender ("“Replacement Lender"”) ------------------ to purchase the Affected Lender's ’s Revolving Loans and its obligations under the Loan Documents. Subject to this Section 6.85.9, the Borrower shallBorrowers may, within ninety thirty (9030) ----------- days following the delivery of such notice from the Borrower Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey, and shall be deemed to sell and convey without further action by such Affected Lender, to such Replacement Lender) the Revolving Loans of and other Obligations owed to the Affected Lender and assume the Affected Lender's ’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 Revolving Loans held by such Affected Lender, all unpaid interest and commitment fees accrued thereonthereon or with respect thereto, and and, except as provided in the immediately following sentence, all other Secured Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) owed to such Affected Lender Lender, including amounts owed under Sections 6.1 Section 5.1 or 6Section 5.3. Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender (or, to the extent such amounts have been paid to the Affected Lender by the Replacement Lender pursuant to the preceding sentence, to the Replacement Lender) in full all amounts then demanded and due under Section 5.1 or Section 5.3 in accordance with the terms of this Agreement, (b) neither the Administrative Agent nor any Lender shall have any obligation to find a Replacement Lender and (c) the Replacement Lender must be acceptable to the Administrative Agent in its reasonable discretion. Each Affected Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Affected Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Affected Lender’s interests hereunder in the circumstances contemplated by this Section 5.9.

Replacement of Affected Lender. Within ninety (90) days At any time after ------------------------------ receipt by the Borrower Borrowers of written notice and demand from any Lender for any payment under the terms of Section 6.1 5.1 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, 5.3 then, subject to this Section 6.85.9, the Borrower Borrowers may, at its option their option, notify the ----------- Administrative Agent and such Lender (the "“Affected Lender"”) of its their intention to --------------- obtain, at the Borrower's Borrowers’ sole expense, a replacement Lender ("“Replacement Lender"”) ------------------ to purchase the Affected Lender's ’s Loans and its obligations under the Loan Documents. Subject to this Section 6.85.9, the Borrower shallBorrowers may, within ninety (90) ----------- days at any time following the delivery of such notice from the Borrower Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey, and shall be deemed to sell and convey without further action by such Affected Lender, to such Replacement Lender) the Loans and other obligations of the Affected Lender and assume the Affected Lender's ’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 and other Obligations held by such Affected Lender, all unpaid interest and commitment fees accrued thereonthereon or with respect thereto, and all other Secured Obligations owed to such Affected Lender Lender, including amounts owed under Sections 6.1 Section 5.1 or 6Section 5.3. Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 5.1 or Section 5.3 in accordance with the terms of this Agreement, (b) neither the Administrative Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender, if not already a Lender hereunder or the Affiliate of a Lender hereunder, must be acceptable to the Administrative Agent and each Letter of Credit Issuer, each in its reasonable discretion.

Replacement of Affected Lender. Within ninety (90) days after ------------------------------ receipt by the Borrower of written notice and demand from If any Lender for requests additional amounts under Section 8.12 or 8.13 (any payment under the terms of Section 6.1 or Section 6.6such Lender, 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 "an “Affected Lender") ”), then such Affected Lender shall use reasonable efforts to promptly designate a different one of its intention lending offices or to --------------- obtain, at the Borrower's expense, a replacement Lender ("Replacement Lender") ------------------ to purchase the Affected Lender's Loans and assign 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 rights and obligations hereunder to another of its offices or branches, if (a) in accordance with the terms reasonable judgment 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, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 8.12 or 8.13 and (b) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. The Borrowers agree to pay all unpaid interest reasonable out-of-pocket costs and commitment fees accrued thereonexpenses incurred by such Affected Lender in connection with any such designation or assignment. If, and all other Secured after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate the Borrowers’ obligation to pay any future amounts to such Affected Lender, then the Borrowers (without prejudice to any amounts then due to such Affected Lender under Section 8.12 or 8.13) may (i) designate another financial institution reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender including amounts owed under Sections 6.1 and such Affected Lender’s rights hereunder (a “Replacement Lender”), and such Affected Lender shall assign to the Replacement Lender its Obligations, without recourse upon or 6warranty by (except as to title) such Affected Lender, and upon such purchase by such Replacement Lender, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Affected Lender shall cease to be a “Lender” for purposes of this Agreement.

Replacement of Affected Lender. Within ninety thirty (9030) days after ------------------------------ receipt by the Borrower Borrowers 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, SECTION 5.1 then, subject to this Section 6.8SECTION 5.6, the Borrower Borrowers may, at its option their option, notify the ----------- Administrative Agent and such Lender (the "Affected LenderAFFECTED LENDER") of its their intention to --------------- obtain, at the Borrower's Borrowers' sole expense, a replacement Lender ("Replacement LenderREPLACEMENT LENDER") ------------------ to purchase the Affected Lender's Loans and its obligations under the Loan Documents. Subject to this Section 6.8SECTION 5.6, the Borrower Borrowers shall, within ninety thirty (9030) ----------- days following the delivery of such notice from the Borrower Borrowers, cause the POST-PETITION LOAN AGREEMENT - Page 57 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 Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans and other Obligations held by such Affected Lender, all unpaid interest and commitment fees accrued thereonthereon or with respect thereto, and all other Secured Obligations owed to such Affected Lender Lender, including amounts owed under Sections 6.1 or 6SECTION 5.1 (but excluding any amount pursuant to Section 4.2). Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under SECTION 5.1 in accordance with the terms of this Agreement, (b) neither the Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Agent in its reasonable discretion, and (d) the Bank may not be replaced under this SECTION 5.6 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed sixty (60) days from the date such Affected Lender requested any payment under SECTION 5.1.

Replacement of Affected Lender. Within ninety thirty (9030) days after ------------------------------ receipt by the Borrower Borrowers of written notice and demand from any Lender for any payment under the terms of Section 6.1 5.1 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, 5.3 then, subject to this Section 6.85.9, the Borrower Borrowers may, at its option their option, notify the ----------- Administrative Agent and such Lender (the "Affected Lender") of its their intention to --------------- obtain, at the Borrower's Borrowers' 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 6.85.9, the Borrower Borrowers shall, within ninety thirty (9030) ----------- days following the delivery of such notice from the Borrower Borrowers, 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 Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans and other Obligations held by such Affected Lender, all unpaid interest and commitment fees accrued thereonthereon or with respect thereto, and all other Secured Obligations owed to such Affected Lender Lender, including amounts owed under Sections 6.1 Section 5.1 or 6Section 5.3 (but excluding any amount pursuant to Section 4.2). Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 5.1 or Section 5.3 in accordance with the terms of this Agreement, (b) neither the Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Agent in its reasonable discretion, and (d) the Bank may not be replaced under this Section 5.9 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed sixty (60) days from the date such Affected Lender requested any payment under Section 5.1 or Section 5.3.

Replacement of Affected Lender. Within ninety thirty (9030) days after ------------------------------ receipt by the Borrower Borrowers of written notice and demand from any Lender for any payment under the terms of Section 6.1 4.1 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, 4.3 then, subject to this Section 6.84.8, the Borrower Borrowers may, at its option their option, notify the ----------- Administrative Agent and such Lender (the "Affected Lender") of its the Borrowers' intention to --------------- obtain, at the Borrower's Borrowers' sole expense, a replacement Lender (the "Replacement Lender") ------------------ to purchase the Affected Lender's Loans and its obligations under the Loan Documents. Subject to this Section 6.84.8, the Borrower Borrowers shall, within ninety thirty (9030) ----------- days following the delivery of such notice from the Borrower Borrowers, 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 Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans and other Obligations held by such Affected Lender, all unpaid interest and commitment fees accrued thereonthereon or with respect thereto, and all other Secured Obligations owed to such Affected Lender Lender, including amounts owed under Sections 6.1 Section 4.1 or 6.Section 4.3. Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 4.1 or Section

Replacement of Affected Lender. Within ninety (90) 30 days after ------------------------------ receipt by the Borrower Borrowers of written notice and demand from any Lender for any payment under the terms of Section 6.1 4.1 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, 4.3 then, subject to this Section 6.84.8, the Borrower Borrowers may, at its option their option, notify the ----------- Administrative Agent and such Lender (the "Affected Lender") of its their intention to --------------- obtain, at the Borrower's Borrowers' sole expense, a replacement Lender ("Replacement Lender") ------------------ to purchase the Affected Lender's Revolving Loans and its obligations under the Loan Documents. Subject to this Section 6.84.8, the Borrower Borrowers shall, within ninety (90) ----------- 30 days following the delivery of such notice from the Borrower Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the Revolving 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 Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Revolving Loans and other Obligations held by such Affected Lender, all unpaid interest and commitment fees accrued thereonthereon or with respect thereto, and all other Secured Obligations owed to such Affected Lender Lender, including amounts owed under Sections 6.1 Section 4.1 or 6.Section 4.3 (but excluding any amount pursuant to Section 3.2). Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 4.1 or Section

Replacement of Affected Lender. Within ninety thirty (9030) days after ------------------------------ receipt by the Borrower Borrowers of written notice and demand from any Lender for any payment under the terms of Section 6.1 4.1 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, 4.3 then, subject to this Section 6.84.8, the Borrower Borrowers may, at its option their option, notify the ----------- Administrative Agent and such Lender (the "Affected Lender") of its the Borrowers' intention to --------------- obtain, at the Borrower's Borrowers' sole expense, a replacement Lender (the "Replacement Lender") ------------------ to purchase the Affected Lender's Loans and its obligations under the Loan Documents. Subject to this Section 6.84.8, the Borrower Borrowers shall, within ninety thirty (9030) ----------- days following the delivery of such notice from the Borrower Borrowers, 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 Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans and other Obligations held by such Affected Lender, all unpaid interest and commitment fees accrued thereonthereon or with respect thereto, and all other Secured Obligations owed to such Affected Lender Lender, including amounts owed under Sections 6.1 Section 4.1 or 6Section 4.3. Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 4.1 or Section 4.3 in accordance with the terms of this Agreement, (b) neither the Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Agent in its reasonable discretion, and (d) the Bank may not be replaced under this Section 4.8 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed sixty (60) days from the date such Affected Lender requested any payment under Section 4.1 or Section 4.3.

Replacement of Affected Lender. Within ninety (90) 30 days after ------------------------------ receipt by the Borrower Borrowers of written notice and demand from any Lender for any payment under the terms of Section 6.1 5.1 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, 5.3 then, subject to this Section 6.85.7, the Borrower Borrowers may, at its option their option, notify the ----------- Administrative Agent and such Lender (the "“Affected Lender"”) of its their intention to --------------- obtain, at the Borrower's Borrowers’ sole expense, a replacement Lender ("“Replacement Lender"”) ------------------ to purchase the Affected Lender's Loans ’s Loans, Commitment, and its obligations under the Loan Documents. Subject to this Section 6.85.7, the Borrower Borrowers shall, within ninety (90) ----------- 30 days following the delivery of such notice from the Borrower Borrowers, 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 ’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 and other Obligations held by such Affected Lender, all unpaid interest and commitment fees accrued thereonthereon or with respect thereto, and all other Secured Obligations owed to such Affected Lender Lender, including amounts owed under Sections 6.1 Section 5.1 or 6Section 5.3 (but excluding any amount pursuant to Section 4.2). Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 5.1 or Section 5.3 in accordance with the terms of this Agreement, (b) neither the Administrative Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Administrative Agent in its reasonable discretion, and (d) the Bank may not be replaced under this Section 5.7 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section 5.7, each such replacement to occur within a reasonable period of time not to exceed 60 days from the date the first such Affected Lender requested any payment under Section 5.1 or Section 5.3.

Replacement of Affected Lender. Within ninety thirty (9030) days after ------------------------------ receipt by the Borrower Borrowers of written notice and demand from any Lender for any payment under the terms of Section 6.1 5.1 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, 5.3 then, subject to this Section 6.85.8, the Borrower Borrowers may, at its option their option, notify the ----------- Administrative Agent and such Lender (the "Affected Lender") of its their intention to --------------- obtain, at the Borrower's Borrowers' sole expense, a replacement Lender ("Replacement Lender") ------------------ to purchase the Affected Lender's Revolving Loans and its obligations under the Loan Documents. Subject to this Section 6.85.8, the Borrower Borrowers shall, within ninety thirty (9030) ----------- days following the delivery of such notice from the Borrower Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the Revolving 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 Revolving Loans held by such Affected Lender, all unpaid interest and commitment fees accrued thereonthereon or with respect thereto, and all other Secured Obligations owed to such Affected Lender Lender, including amounts owed under Sections 6.1 Section 5.1 or 6Section 5.3 (but excluding any amount pursuant to Section 4.2). Notwithstanding the foregoing, the (a) Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 5.1 or Section 5.3 in accordance with the terms of this Agreement, (b) neither the Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Agent in its reasonable discretion and (d) the Bank may not be replaced under this Section 5.8 without its consent.

Replacement of Affected Lender. Within ninety thirty (9030) days after ------------------------------ receipt by the Borrower Borrowers of written notice and demand from any Lender for any payment under the terms of Section 6.1 SECTION 5.1 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, SECTION 5.3 then, subject to this Section 6.8SECTION 5.9, the Borrower Borrowers may, at its option their option, notify the ----------- Administrative Agent and such Lender (the "Affected LenderAFFECTED LENDER") of its their intention to --------------- obtain, at the Borrower's Borrowers' sole expense, a replacement Lender ("Replacement LenderREPLACEMENT LENDER") ------------------ to purchase the Affected Lender's Loans and its obligations under the Loan Documents. Subject to this Section 6.8SECTION 5.9, the Borrower Borrowers shall, within ninety thirty (9030) ----------- days following the delivery of such notice from the Borrower Borrowers, 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 Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans and other Obligations held by such Affected Lender, all LOAN AND SECURITY AGREEMENT - PAGE 60 unpaid interest and commitment fees accrued thereonthereon or with respect thereto, and all other Secured Obligations owed to such Affected Lender Lender, including amounts owed under Sections 6.1 SECTION 5.1 or 6SECTION 5.3 (but excluding any amount pursuant to SECTION 4.2). Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under SECTION 5.1 or SECTION 5.3 in accordance with the terms of this Agreement, (b) neither the Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Agent in its reasonable discretion, and (d) the Bank may not be replaced under this SECTION 5.9 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed sixty (60) days from the date such Affected Lender requested any payment under SECTION 5.1 or SECTION 5.3.

Replacement of Affected Lender. Within ninety thirty (9030) days after ------------------------------ receipt by the Borrower Borrowers of written notice and demand from any Lender for any payment under the terms of Section 6.1 5.1 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, 5.3 then, subject to this Section 6.85.9, the Borrower Borrowers may, at its option their option, notify the ----------- Administrative Agent and such Lender (the "“Affected Lender"”) of its their intention to --------------- obtain, at the Borrower's Borrowers’ sole expense, a replacement Lender ("“Replacement Lender"”) ------------------ to purchase the Affected Lender's ’s Loans and its obligations under the Loan Documents. Subject to this Section 6.85.9, the Borrower shallBorrowers may, within ninety thirty (9030) ----------- days following the delivery of such notice from the Borrower Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey, and shall be deemed to sell and convey without further action by such Affected Lender, to such Replacement Lender) the Loans and other obligations of the Affected Lender and assume the Affected Lender's ’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 thereonthereon or with respect thereto, and and, except as provided in the immediately following sentence, all other Secured Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) owed to such Affected Lender Lender, including amounts owed under Sections 6.1 Section 5.1 or 6Section 5.3. Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 5.1 or Section 5.3 in accordance with the terms of this Agreement, (b) neither the Administrative Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Administrative Agent in its reasonable discretion, and (d) neither Bank may be replaced under this Section 5.9 without its consent.

Replacement of Affected Lender. Within ninety thirty (9030) days after ------------------------------ receipt by the Borrower Borrowers of written notice and demand from any Lender for any payment under the terms of Section 6.1 or Section 6.6SECTION 5.1, SECTION 5.2, 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, SECTION 5.3 then, subject to this Section 6.8SECTION 5.9, the Borrower Borrowers may, at its option their option, notify the ----------- Administrative Agent and such Lender (the "Affected LenderAFFECTED LENDER") of its their intention to --------------- obtain, at the Borrower's Borrowers' sole expense, a replacement Lender ("Replacement LenderREPLACEMENT LENDER") ------------------ to purchase the Affected Lender's Revolving Loans and its obligations under the Loan Documents. Subject to this Section 6.8SECTION 5.9, the Borrower Borrowers shall, within ninety thirty (9030) ----------- days following the delivery of such notice from the Borrower Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the Revolving 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 Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Revolving Loans and other Obligations held by such Affected Lender, all unpaid interest and commitment fees accrued thereonthereon or with respect thereto, and all other Secured Obligations owed to such Affected Lender Lender, including amounts owed under Sections 6.1 SECTION 5.1 or 6.SECTION 5.3 (but excluding any amount pursuant to SECTION 4.2). Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under SECTION 5.1 or SECTION

Replacement of Affected Lender. Within ninety (90) days after ------------------------------ receipt 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 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 all of the Borrower becoming aware that a Lenders pursuant to the provisions of this Agreement or all Lenders directly and adversely affected (each such Defaulting Lender has become insolventor non-consenting Lender being herein referred to as an “Affected Lender”), 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, then the Borrower may, at its option notify provided no Event of Default has occurred and is continuing, give the ----------- Administrative Agent and such Lender (the "Affected Lender") notice of its intention to --------------- obtain, at the Borrower's expense, a replacement cause such Affected Lender ("Replacement Lender") ------------------ to purchase the Affected Lender's assign its Loans and its obligations Commitments in full to one or more financial institutions acceptable to the Administrative Agent and, in connection with an assignment under the Loan Documents. Subject to this Section 6.8Revolving Facility, the Swingline Lender and each Issuing Bank, and the Borrower shallshall pay any fees payable thereunder in connection with such assignment; provided that, within ninety (90) ----------- days following on the delivery date of such notice from the Borrower cause the Replacement Lender to purchase assignment: (and the a) such Affected Lender hereby agrees to sell shall execute and convey to deliver such Replacement Lender) documents assigning its Commitment as shall be required for such purpose, as contemplated by Section 14.8 (provided that the Loans failure of the Affected Lender to execute such documents shall not render such assignment invalid and assume such assignment shall be recorded in the Register); (b) the replacement Lender shall pay to such Affected Lender's Commitment and obligations hereunder in accordance with the terms of Lender an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of, and all accrued interest on, all outstanding Accommodations of the Loans held by such Affected Lender, all unpaid interest and commitment fees accrued thereon, and all other Secured Obligations owed ; and (c) the Borrower shall pay any amounts payable to such Affected Lender including amounts owed under Sections 6.1 or 6Section 11.5 as if it were a voluntary prepayment under Section 2.4 together with any premium payable pursuant to Section 2.4(5).