Common use of Replacement of Affected Person Clause in Contracts

Replacement of Affected Person. Upon the receipt by the Borrower of a claim for reimbursement or compensation under Section 6.1 hereof by an Affected Person, if payment thereof shall not be waived by such Affected Person, the Borrower may (a) request such Affected Person or the Lender that has assigned an interest in its Advances to such Affected Person to use reasonable efforts to assist the Borrower in its attempt to obtain a replacement bank, financial institution or Structured Lender, as applicable, satisfactory to the Borrower (in the case of a replacement Lender), to acquire and assume all or a ratable part of such Affected Person’s commitment to make Advances, Advances, or interests therein, or (b) request one or more of the other Lenders or Investors to acquire and assume all or a part of such Affected Person’s commitment to make Advances, Advances or interests therein. Upon notice from the Borrower, such Affected Person shall, or the Lender that has assigned an interest in its Advances to such Affected Person shall cause such Affected Person to, assign, without recourse, its commitment to make Advances, Advances or interests therein and its other rights and obligations (if any) hereunder, or a ratable share thereof, to the replacement bank, financial institution or Structured Lender designated by the Borrower and consented to by the Administrative/Collateral Agent for a purchase price equal to the sum of the principal amount of the Advances or interests therein so assigned, all accrued and unpaid Yield thereon and any other amounts (including Fees and any amounts owing under this Article VI) to which such Affected Person is entitled hereunder; provided, that the Borrower shall provide such Affected Person with an Officer’s Certificate of UACC stating that such replacement bank, financial institution or Structured Lender has advised the Borrower that it is not subject to, or has agreed not to seek, such increased amount.

Replacement of Affected Person. Upon the receipt by the Borrower of a claim for reimbursement or compensation under Section 6.1 or 6.2 ------------------ hereof by an Affected Person, if payment thereof shall not be waived by such Affected Person, the Borrower may (a) request such Affected Person or the Lender that has assigned an interest in its Advances to such Affected Person to use reasonable efforts to assist the Borrower in its attempt to obtain a replacement bank, financial institution or Structured Lender, as applicable, satisfactory to the Borrower (in the case of a replacement Page 45 Lender) and the Agent (which consent shall not be unreasonably withheld), to acquire and assume all or a ratable part of such Affected Person’s 's commitment to make Advances, Advances, or interests thereintherein (a "Replacement Person"), or (b) ------------------ request one or more of the other Lenders or Investors to acquire and assume all or a part of such Affected Person’s 's commitment to make Advances, Advances or interests therein. Upon notice from the Borrower, such Affected Person shall, or the Lender that has assigned an interest in its Advances to such Affected Person shall cause such Affected Person to, assign, without recourse, its commitment to make Advances, Advances or interests therein and its other rights and obligations (if any) hereunder, or a ratable share thereof, to the replacement bank, financial institution Replacement Person or Structured Lender Replacement Persons designated by the Borrower and consented to by the Administrative/Collateral Agent for a purchase price equal to the sum of the principal amount of the Advances or interests therein so assigned, all accrued and unpaid Yield thereon and any other amounts (including Fees and any amounts owing under this Article ------- VI) to which such Affected Person is entitled hereunder; provided, that the -- -------- Borrower shall provide such Affected Person with an Officer’s 's Certificate of UACC stating that such replacement bank, financial institution or Structured Lender Replacement Person has advised the Borrower that it is not subject to, or has agreed not to seek, such increased amount.

Replacement of Affected Person. Upon the receipt by the Borrower of a claim for reimbursement or compensation under Section 6.1 or 6.2 hereof by an Affected Person, if payment thereof shall not be waived by such Affected Person, the Borrower may (a) request such Affected Person or the Lender that has assigned an interest in its Advances to such Affected Person to use reasonable efforts to assist the Borrower in its attempt to obtain a replacement bank, bank or financial institution or Structured Lender, as applicable, satisfactory to the Borrower (in the case of a replacement Lender) and the Agent (which consent shall not be unreasonably withheld), to acquire and assume all or a ratable part of such Affected Person’s 's commitment to make Advances, Advances, or interests thereintherein (a "Replacement Person"), or (b) request one or more of the other Lenders or Investors to acquire and assume all or a part of such Affected Person’s 's commitment to make Advances, Advances or interests therein. Upon notice from the Borrower, such Affected Person shall, or the Lender that has assigned an interest in its Advances to such Affected Person shall cause such Affected Person to, assign, without recourse, its commitment to make Advances, Advances or interests therein and its other rights and obligations (if any) hereunder, or a ratable share thereof, to the replacement bank, financial institution Replacement Person or Structured Lender Replacement Persons designated by the Borrower and consented to by the Administrative/Collateral Agent for a purchase price equal to the sum of the principal amount of the Advances or interests therein so assigned, all accrued and unpaid Yield Interest thereon and any other amounts (including Fees and any amounts owing under this Article VI) to which such Affected Person is entitled hereunder; provided, that the Borrower shall provide such Affected Person with an Officer’s 's Certificate of UACC stating that such replacement bank, financial institution or Structured Lender Replacement Person has advised the Borrower that it is not subject to, or has agreed not to seek, such increased amount.

Replacement of Affected Person. Upon the receipt by the ------------------------------ Borrower of a claim for reimbursement or compensation under Section 6.1 or 6.2 ------------------ hereof by an Affected Person, if payment thereof shall not be waived by such Affected Person, the Borrower may (a) request such Affected Person or the Lender that has assigned an interest in its Advances to such Affected Person to use reasonable efforts to assist the Borrower in its attempt to obtain a replacement bank, financial institution or Structured Lender, as applicable, satisfactory to the Borrower (in the case of a replacement Lender) and the Agent (which consent shall not be unreasonably withheld), to acquire and assume all or a ratable part of such Affected Person’s 's commitment to make Advances, Advances, or interests thereintherein (a "Replacement Person"), or (b) request one or more of the other Lenders or ------------------ Investors to acquire and assume all or a part of such Affected Person’s 's commitment to make Advances, Advances or interests therein. Upon notice from the Borrower, such Affected Person shall, or the Lender that has assigned an interest in its Advances to such Affected Person shall cause such Affected Person to, assign, without recourse, its commitment to make Advances, Advances or interests therein and its other rights and obligations (if any) hereunder, or a ratable share thereof, to the replacement bank, financial institution Replacement Person or Structured Lender Replacement Persons designated by the Borrower and consented to by the Administrative/Collateral Agent for a purchase price equal to the sum of the principal amount of the Advances or interests therein so assigned, all accrued and unpaid Yield thereon and any other amounts (including Fees and any amounts owing under this Article VI) to which such Affected Person ---------- is entitled hereunder; provided, that the Borrower shall provide such Affected ------- Person with an Officer’s 's Certificate of UACC stating that such replacement bank, financial institution or Structured Lender Replacement Person has advised the Borrower that it is not subject to, or has agreed not to seek, such increased amount.

Replacement of Affected Person. Upon the receipt by the Borrower of a claim for reimbursement or compensation under Section 6.1 SECTIONS 6.1, 6.2 or 6.3 hereof by an Affected Person, if payment thereof shall not be waived by such Affected Person, the Borrower may (ai) request such Affected Person or the Lender that has assigned an interest in its Advances to such Affected Person to use reasonable efforts to assist the Borrower in its attempt to obtain a replacement bank, financial institution or Structured Lender, as applicable, satisfactory to the Borrower (in the case of a replacement Lender), to acquire and assume all or a ratable part of such Affected Person’s 's commitment to make Advances, Advances, or interests thereintherein (a "REPLACEMENT PERSON"), or (bii) request one or more of the other Lenders or Investors to acquire and assume all or a part of such Affected Person’s 's commitment to make Advances, Advances or interests therein, or (iii) designate a Replacement Person. Any such designation of a Replacement Person pursuant to clause (i) or clause (iii) above shall be subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld). Upon notice from the Borrower, such Affected Person shall, or the Lender that has assigned an interest in its Advances to such Affected Person shall cause such Affected Person to, assign, without recourse, assign its commitment to make Advances, Advances or interests therein and its other rights and obligations (if any) hereunder, or a ratable share thereof, to the replacement bank, financial institution Replacement Person or Structured Lender Replacement Persons designated by the Borrower and consented to by the Administrative/Collateral Agent for a purchase price equal to the sum of the principal amount of the Advances or interests therein so assigned, all accrued and unpaid Yield thereon and any other amounts (including Fees and any amounts owing under this Article VIfees) to which such Affected Person is entitled hereunder; provided, that the Borrower shall provide such Affected Person with an Officer’s Certificate of UACC officer's certificate stating that such replacement bank, financial institution or Structured Lender Replacement Person has advised the Borrower that it is not subject to, or has agreed not to seek, such increased amount.

Replacement of Affected Person. Upon the receipt by the Borrower of a claim for reimbursement or compensation under Section SECTION 6.1 OR 6.2 hereof by an Affected Person, if payment thereof shall not be waived by such Affected Person, the Borrower may (a) request such Affected Person or the Lender that has assigned an interest in its Advances to such Affected Person to use reasonable efforts to assist the Borrower in its attempt to obtain a replacement bank, financial institution or Structured Lender, as applicable, satisfactory to the Borrower (in the case of a replacement Lender) and the Agent (which consent shall not be unreasonably withheld), to acquire and assume all or a ratable part of such Affected Person’s 's commitment to make Advances, Advances, or interests thereintherein (a "REPLACEMENT PERSON"), or (b) request one or more of the other Lenders or Investors to acquire and assume all or a part of such Affected Person’s 's commitment to make Advances, Advances or interests therein. Upon notice from the Borrower, such Affected Person shall, or the Lender that has assigned an interest in its Advances to such Affected Person shall cause such Affected Person to, assign, without recourse, its commitment to make Advances, Advances or interests therein and its other rights and obligations (if any) hereunder, or a ratable share thereof, to the replacement bank, financial institution Replacement Person or Structured Lender Replacement Persons designated by the Borrower and consented to by the Administrative/Collateral Agent for a purchase price equal to the sum of the principal amount of the Advances or interests therein so assigned, all accrued and unpaid Yield thereon and any other amounts (including Fees and any amounts owing under this Article ARTICLE VI) to which such Affected Person is entitled hereunder; providedPROVIDED, that the Borrower shall provide such Affected Person with an Officer’s 's Certificate of UACC stating that such replacement bank, financial institution or Structured Lender Replacement Person has advised the Borrower that it is not subject to, or has agreed not to seek, such increased amount.

Replacement of Affected Person. Upon the receipt by the Borrower of a claim for reimbursement or compensation under Section 6.1 or 6.2 hereof by an Affected Person, if payment thereof shall not be waived by such Affected Person, the Borrower may (a) request such Affected Person or the Lender that has assigned an interest in its Advances to such Affected Person to use reasonable efforts to assist the Borrower in its attempt to obtain a replacement bank, financial institution or Structured Lender, as applicable, satisfactory to the Borrower (in the case of a replacement Lender) and the Agent (which consent shall not be unreasonably withheld), to acquire and assume all or a ratable part of such Affected Person’s 's commitment to make Advances, Advances, or interests thereintherein (a "Replacement Person"), or (b) request one or more of the other Lenders or Investors to acquire and assume all or a part of such Affected Person’s 's commitment to make Advances, Advances or interests therein. Upon notice from the Borrower, such Affected Person shall, or the Lender that has assigned an interest in its Advances to such Affected Person shall cause such Affected Person to, assign, without recourse, its commitment to make Advances, Advances or interests therein and its other rights and obligations (if any) hereunder, or a ratable share thereof, to the replacement bank, financial institution Replacement Person or Structured Lender Replacement Persons designated by the Borrower and consented to by the Administrative/Collateral Agent for a purchase price equal to the sum of the principal amount of the Advances or interests therein so assigned, all accrued and unpaid Yield thereon and any other amounts (including Fees and any amounts owing under this Article VI) to which such Affected Person is entitled hereunder; provided, that the Borrower shall provide such Affected Person with an Officer’s 's Certificate of UACC stating that such replacement bank, financial institution or Structured Lender Replacement Person has advised the Borrower that it is not subject to, or has agreed not to seek, such increased amount.

Replacement of Affected Person. Upon the receipt by the Borrower of a claim for reimbursement or compensation under Section 6.1 hereof by an Affected Person, if payment thereof shall not be waived by such Affected Person, or upon receipt of notice pursuant to Section 3.3(a)(ii) from any Noncommitted Lender or upon receipt by the Borrower of any notice by a Lender pursuant to Section 3.3(b), the Borrower may (a) request such Affected Person or the Lender that has assigned an interest in its Advances to such Affected Person to use reasonable efforts to assist the Borrower in its attempt to obtain a replacement bank, financial institution or Structured Lender, as applicable, satisfactory to the Borrower (in the case of a replacement Lender), to acquire and assume all or a ratable part of such Affected Person’s commitment to make Advances, Advances, or interests thereinCommitment, or (b) request one or more of the other Lenders or Investors to acquire and assume all or a part of such Affected Person’s commitment to make Advances, Advances or interests thereinCommitment. Upon notice from the Borrower, such Affected Person shall, or the Lender that has assigned an interest in its Advances to such Affected Person shall cause such Affected Person to, assign, without recourse, its commitment to make Advances, its outstanding Advances or interests therein and its other rights and obligations (if any) hereunder, or a ratable share thereof, to the replacement bank, financial institution or Structured Lender designated by the Borrower and consented to by the Administrative/Collateral Administrative Agent (such consent not to be unreasonably withheld or delayed) for a purchase price equal to the sum of the principal amount of the Advances or interests therein so assigned, all accrued and unpaid Yield thereon and any other amounts (including Fees and any amounts owing under this Article VI) to which such Affected Person is entitled hereunder; provided, that the Borrower shall provide such Affected Person with an Officer’s Certificate of UACC CAR stating that such replacement bank, financial institution or Structured Lender has advised the Borrower that it is not subject to, or has agreed not to seek, such increased amount.