Common use of Replacement of Lender Clause in Contracts

Replacement of Lender. If a Borrower receives a notice pursuant to subsection 2.6B or 2.6C, so long as no Event of Default shall have occurred and be continuing and the applicable Borrower has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes under this Agreement and to assume all obligations of the Lender to be replaced, the applicable Borrower may require the Lender giving such notice to assign all of its Loans, its Commitments and its other Obligations to such other Lender or Eligible Assignee, at par, pursuant to the provisions of subsection 10.2B; provided that, prior to or concurrently with such replacement (i) the applicable Borrower has paid or caused to be paid to the Lender giving such notice all principal, interest, fees and other amounts due and owing to such Lender hereunder through such date of replacement (including any amounts payable under subsection 2.6E), (ii) the applicable Borrower has paid to Administrative Agent the processing and recordation fee required to be paid by subsection 10.2B(i); and (iii) all of the requirements for such assignment contained in subsection 10.2B, including, without limitation, the receipt by Administrative Agent of an executed Assignment and Acceptance and other supporting documents, have been fulfilled.

Replacement of Lender. If a Borrower receives a notice pursuant to subsection 2.6B or 2.6C, so long as no Event of Default shall have occurred and be continuing and the applicable Borrower has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes under this Agreement and to assume all obligations of the Lender to be replaced, the applicable Borrower may require the Lender giving such notice to assign all of its Loans, its Commitments and its other Obligations to such other Lender or Eligible Assignee, at par, pursuant to the provisions of subsection 10.2B; provided PROVIDED that, prior to or concurrently with such replacement (i) the applicable Borrower has paid or caused to be paid to the Lender giving such notice all principal, interest, fees and other amounts due and owing to such Lender hereunder through such date of replacement (including any amounts payable under subsection 2.6E), (ii) the applicable Borrower has paid to Administrative Agent the processing and recordation fee required to be paid by subsection 10.2B(i); and (iii) all of the requirements for such assignment contained in subsection 10.2B, including, without limitation, the receipt by Administrative Agent of an executed Assignment and Acceptance and other supporting documents, have been fulfilled.

Replacement of Lender. If a Borrower Company receives a notice of amounts due pursuant to subsection 2.6B 2.7A, subsection 2.7B or 2.6Csubsection 2.7C from a Lender or a Lender becomes an Affected Lender or a Non-Consenting Lender (any such Lender, a “Subject Lender”), so long as no Event of Default shall have occurred and be continuing and the applicable Borrower Company has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes under this Agreement purchase at par the Subject Lender’s Loans and to assume all other obligations of the Subject Lender hereunder, upon written notice to be replacedthe Subject Lender and Administrative Agent, the applicable Borrower Company may require the Subject Lender giving such notice to assign all of its Loans, its Commitments and its other Obligations Loans to such other Lender or Eligible Assignee, at par, Assignee pursuant to the provisions of subsection 10.2B9.1B; provided that, prior to or concurrently with such replacement (i) the applicable Borrower Company has paid or caused to be paid to the Lender giving such notice all principal, interest, fees amounts under subsection 2.6D and other amounts due and owing to such Lender hereunder subsection 2.7 (if applicable) through such date of replacement (including any amounts payable under subsection 2.6E)replacement, (ii) Company or the applicable Borrower assignee has paid to Administrative Agent the processing and recordation fee required to be paid by subsection 10.2B(i); 9.1B(iv) and (iii) all of the requirements for such assignment contained in subsection 10.2B9.1B, including, without limitation, the consent of Agents (if required) and the receipt by Administrative Agent of an executed Assignment and Acceptance Agreement and other supporting documents, have been fulfilled.

Replacement of Lender. If a any Borrower receives a notice pursuant to subsection 2.6B subsections 2.7A, 2.7B or 2.6C2.7C, so long as no Event of Default shall have occurred and be continuing and the applicable such Borrower has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes under this Agreement and to assume all obligations of the Lender to be replaced, the applicable such Borrower may require the Lender giving such notice to assign all of its Loans, its Commitments and its other Obligations to such other Lender or Eligible Assignee, at par, pursuant to and in accordance with the provisions of subsection 10.2B; provided that, prior to or concurrently with such replacement (i) the applicable Borrower has paid or caused to be paid to the Lender giving such notice all principal, interest, fees and other amounts due and owing to such Lender hereunder through such date of replacement (including any amounts payable under subsection 2.6E), (ii) the applicable Borrower has paid to Administrative Agent the processing and recordation fee required to be paid by pursuant to subsection 10.2B(i); and (iii) all of the requirements for such assignment contained in subsection 10.2B, including, without limitation, the receipt by Administrative Agent of an executed Assignment and Acceptance and other supporting documents, have been fulfilled.

Replacement of Lender. If a any Borrower receives a notice pursuant to subsection 2.6B subsections 2.7A, 2.7B or 2.6C2.7C, so long as no Event of Default shall have occurred and be continuing and the applicable such Borrower has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes under this Agreement and to assume all obligations of the Lender to be replaced, the applicable such Borrower may require the Lender giving such notice to assign all of its Loans, its Commitments and its other Obligations to such other Lender or Eligible Assignee, at par, pursuant to and in accordance with the provisions of subsection 10.2B; provided PROVIDED that, prior to or concurrently with such replacement (i) the applicable Borrower has paid or caused to be paid to the Lender giving such notice all principal, interest, fees and other amounts due and owing to such Lender hereunder through such date of replacement (including any amounts payable under subsection 2.6E), (ii) the applicable Borrower has paid to Administrative Agent the processing and recordation fee required to be paid by pursuant to subsection 10.2B(i); and (iii) all of the requirements for such assignment contained in subsection 10.2B, including, without limitation, the receipt by Administrative Agent of an executed Assignment and Acceptance and other supporting documents, have been fulfilled.

Replacement of Lender. If a Borrower Company receives a notice pursuant to subsection 2.6B subsections 2.7A, 2.7B or 2.6C2.7C, so long as no Event of Default shall have occurred and be continuing and the applicable Borrower Company has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes under this Agreement and to assume all obligations of the Lender to be replaced, the applicable Borrower Company may require the Lender giving such notice to assign all of its Loans, its Commitments Revolving Loan Commitment and its other Obligations to such other Lender or Eligible Assignee, at par, pursuant to the provisions of subsection 10.2B9.2B; provided that, prior to or concurrently with such replacement (i) the applicable Borrower Company has paid or caused to be paid to the Lender giving such notice all principal, interest, fees and other amounts due and owing to such Lender hereunder through such date of replacement (including any amounts payable under subsection 2.6E), (ii) the applicable Borrower Company has paid to Administrative Agent the processing and recordation fee required to be paid by subsection 10.2B(i9.2B(i); , and (iii) all of the requirements for such assignment contained in subsection 10.2B9.2B, including, without limitation, the receipt by Administrative Agent of an executed Assignment and Acceptance and other supporting documents, have been fulfilled.

Replacement of Lender. If a any Borrower receives a notice pursuant to subsection 2.6B subsections 2.6B, 2.6C, 2.7A, 2.7B or 2.6C2.7C, so long as no Event of Default shall have occurred and be continuing and the applicable such Borrower has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes under this Agreement and to assume all obligations of the Lender to be replaced, the applicable such Borrower may require the Lender giving such notice to assign all of its Loans, its Commitments and its other Obligations to such other Lender or Eligible Assignee, at par, pursuant to and in accordance with the provisions of subsection 10.2B; provided that, prior to or concurrently with such replacement (i) the applicable Borrower has paid or caused to be paid to the Lender giving such notice all principal, interest, fees and other amounts due and owing to such Lender hereunder through such date of replacement (including any amounts payable under subsection 2.6E2.6D(iii)), (ii) the applicable Borrower has paid to Administrative Agent the processing and recordation fee required to be paid by pursuant to subsection 10.2B(i); and (iii) all of the requirements for such assignment contained in subsection 10.2B, including, without limitation, the receipt by Administrative Agent of an executed Assignment and Acceptance and other supporting documents, have been fulfilled.. 102

Replacement of Lender. If a any Borrower receives a notice pursuant to subsection 2.6B subsections 2.7A, 2.7B or 2.6C2.7C, so long as no Event of Default shall have occurred and be continuing and the applicable such Borrower has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes under this Agreement and to assume all obligations of the Lender to be replaced, the applicable such Borrower may require the Lender giving such notice to assign all of its Loans, its Commitments and its other Obligations to such other Lender or Eligible Assignee, at par, pursuant to and in accordance with the provisions of subsection 10.2B9.2B; provided that, prior to or concurrently with such replacement (i) the applicable Borrower has paid or caused to be paid to the Lender giving such notice all principal, interest, fees and other amounts due and owing to such Lender hereunder through such date of replacement (including any amounts payable under subsection 2.6E), (ii) the applicable Borrower Company has paid to Administrative Agent the processing and recordation fee required to be paid by subsection 10.2B(i9.2B(i); , and (iii) all of the requirements for such assignment contained in subsection 10.2B9.2B, including, without limitation, the receipt by Administrative Agent of an executed Assignment and Acceptance and other supporting documents, have been fulfilled.

Replacement of Lender. If a Borrower Company receives a notice pursuant to subsection 2.6B or 2.6C, so long as no Event of Default shall have occurred and be continuing and the applicable Borrower Company has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes under this Agreement and to assume all obligations of the Lender to be replaced, the applicable Borrower Company may require the Lender giving such notice to assign all of its Loans, its Commitments Revolving Loan Commitment and its other Obligations to such other Lender or Eligible Assignee, at par, pursuant to the provisions of subsection 10.2B9.2B; provided that, prior to or concurrently with such replacement (i) the applicable Borrower Company has paid or caused to be paid to the Lender giving such notice all principal, interest, fees and other amounts due and owing to such Lender hereunder through such date of replacement (including any amounts payable under subsection 2.6E), (ii) the applicable Borrower Company has paid to Administrative Agent the processing and recordation fee required to be paid by subsection 10.2B(i9.2B(i); , and (iii) all of the requirements for such assignment contained in subsection 10.2B9.2B, including, without limitation, the receipt by Administrative Agent of an executed Assignment and Acceptance and other supporting documents, have been fulfilled.

Replacement of Lender. If a Borrower Company receives a notice pursuant to subsection 2.6B or 2.6C, so long as no Event of Default shall have occurred and be continuing and the applicable Borrower Company has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes under this Agreement and to assume all obligations of the Lender to be replaced, the applicable Borrower Company may require the Lender giving such notice to assign all of its Loans, its Commitments Revolving Loan Commitment and its other Obligations to such other Lender or Eligible Assignee, at par, pursuant to the provisions of subsection 10.2B9.2B; provided that, prior to or concurrently with such replacement (i) the applicable Borrower Company has paid or caused to be paid to the Lender giving such notice all principal, interest, fees and other amounts due and owing to such Lender hereunder through such date of replacement (including any amounts payable under subsection 2.6E), (ii) the applicable Borrower Company has paid to Administrative Agent the processing and recordation fee required to be paid by subsection 10.2B(i9.2B(i); , and (iii) all of the requirements for such assignment contained in subsection 10.2B9.2B, including, without limitation, the receipt by Administrative Agent of an executed Assignment and Acceptance and other supporting documents, have been fulfilled.

Replacement of Lender. If a (x) any Lender requests compensation under Section 3.1, or if the Borrower receives a notice is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to subsection 2.6B Section 3.5 and, in each case, such Lender has declined or 2.6Cis unable to promptly designate a different Lending Installation in accordance with Section 3.7 which would eliminate any further claims for such indemnity or compensation, so long (y) any Lender is a Defaulting Lender or a Non-Consenting Lender or (z) any Lender’s obligation to make or to convert or continue outstanding Loans or Advances as no Event of Default shall have occurred Eurodollar Loans or Eurodollar Advances has been suspended pursuant to Section 3.3, and, in each such case, such Lender has declined or is unable to promptly designate a different Lending Installation in accordance with Section 3.7 which would eliminate any further suspension, then the Borrower may, at its sole expense and be continuing effort, upon notice to such Lender and the applicable Borrower has obtained a commitment from another Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.3), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.1 or an Eligible Assignee to become a Lender for all purposes 3.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume all such obligations of the (which assignee may be another Lender, if a Lender to be replaced, the applicable Borrower may require the Lender giving accepts such notice to assign all of its Loans, its Commitments and its other Obligations to such other Lender or Eligible Assignee, at par, pursuant to the provisions of subsection 10.2Bassignment); provided that, prior to or concurrently with such replacement (i) the applicable Borrower has paid or caused to be paid to the Lender giving such notice all principal, interest, fees and other amounts due and owing to such Lender hereunder through such date of replacement (including any amounts payable under subsection 2.6E), (ii) the applicable Borrower has paid to Administrative Agent the processing and recordation fee required to be paid by subsection 10.2B(i); and (iii) all of the requirements for such assignment contained in subsection 10.2B, including, without limitation, the receipt by Administrative Agent of an executed Assignment and Acceptance and other supporting documents, have been fulfilled.:

Replacement of Lender. If a any Borrower receives a notice pursuant to subsection 2.6B subsections 2.7A, 2.7B or 2.6C2.7C, so long as no Event of Default shall have occurred and be continuing and the applicable such Borrower has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes under this Agreement and to assume all obligations of the Lender to be replaced, the applicable such Borrower may require the Lender giving such notice to assign all of its Loans, its Commitments and its other Obligations to such other Lender or Eligible Assignee, at par, pursuant to and in accordance with the provisions of subsection 10.2B; provided that, prior to or concurrently with such replacement (i) the applicable Borrower has paid or caused to be paid to the Lender giving such notice all principal, interest, fees and other amounts due and owing to such Lender hereunder through such date of replacement (including any amounts payable under subsection 2.6E), (ii) the applicable Borrower has paid to Administrative Agent the processing and recordation fee required to be paid by pursuant to subsection 10.2B(i); and (iii) all of the requirements for such assignment 106 contained in subsection 10.2B, including, without limitation, the receipt by Administrative Agent of an executed Assignment and Acceptance and other supporting documents, have been fulfilled.

Replacement of Lender. If a Borrower Company receives a notice pursuant to subsection 2.6B subsections 2.7A, 2.7B or 2.6C2.7C, so long as no Event of Default shall have occurred and be continuing and the applicable Borrower Company has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes under this Agreement and to assume all obligations of the Lender to be replaced, the applicable Borrower Company may require the Lender giving such notice to assign all of its Loans, its Commitments Revolving Loan Commitment and its other Obligations to such other Lender or Eligible Assignee, at par, pursuant to the provisions of subsection 10.2B9.2B; provided that, prior to or concurrently with such replacement (i) the applicable Borrower Company has paid or caused to be paid to the Lender giving such notice all principal, interest, fees and other amounts due and owing to such Lender hereunder through such date of replacement (including any amounts payable under subsection 2.6E), (ii) the applicable Borrower Company has paid to Administrative Agent the processing and recordation fee required to be paid by subsection 10.2B(i9.2B(i); , and (iii) all of the requirements for such assignment contained in subsection 10.2B9.2B, including, without limitation, the receipt by Administrative Agent of an executed Assignment and Acceptance and other supporting documents, have been fulfilled.