Common use of Right to Replace a Lender Clause in Contracts

Right to Replace a Lender. If either Borrower is required to make any additional payment pursuant to Section 2.10 or 2.13 to any Lender or if any Lender’s obligation to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended pursuant to Section 2.11 (in each case, such Lender being an “Affected Person”), the Borrowers may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Person as a party to this Agreement, provided that no Default shall have occurred and be continuing at the time of such replacement and, provided, further, that concurrently with such replacement, (i) one or more Eligible Transferees reasonably satisfactory to the Borrowers and the Administrative Agent shall agree, as of such date, to become a Lender for all purposes under this Agreement and to assume all obligations (including the Commitment) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 8.07 applicable to assignments, (ii) such Affected Person shall have received payment of all amounts then due and owing to such Affected Person hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.10 and 2.13, and (iii) such Borrower shall pay to the Administrative Agent an administrative fee in the amount of $3,500 for each such replacement in the event that the replacing Lender in respect thereof is not a Lender at the time of such replacement.

Right to Replace a Lender. If either the Borrower is required to make any additional payment pursuant to Section 2.10 2.11 or 2.13 2.14 to any Lender or if any Lender’s obligation to makemake or Continue, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended pursuant to Section 2.11 2.12 (in each case, such Lender being an “Affected Person”), the Borrowers Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Person as a party to this Agreement; provided that, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement andreplacement; and provided further that, provided, further, that concurrently with such replacement, (i) one or more another financial institution which is an Eligible Transferees Assignee and is reasonably satisfactory to the Borrowers Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances of the Affected Person pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including the Commitmentall outstanding Advances) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 8.07 8.06 applicable to assignments, and (ii) the Borrower shall pay to such Affected Person shall have received payment in same day funds on the day of such replacement all accrued interest, accrued fees and other amounts then due and owing to such Affected Person by the Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.10 2.11 and 2.13, and (iii) such Borrower shall pay to the Administrative Agent an administrative fee in the amount of $3,500 for each such replacement in the event that the replacing Lender in respect thereof is not a Lender at the time of such replacement2.14.

Right to Replace a Lender. If either the Borrower is required to make any additional payment pursuant to Section 2.10 2.12 or 2.13 2.15 to any Lender or if any Lender’s obligation to makemake or Continue, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended pursuant to Section 2.11 2.13 (in each case, such Lender being an “Affected Person”), the Borrowers Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Person as a party to this Agreement; provided that, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement andreplacement; and provided further that, provided, further, that concurrently with such replacement, (i) one or more another financial institution which is an Eligible Transferees Assignee and is reasonably satisfactory to the Borrowers Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances of the Affected Person pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including the Commitmentall outstanding Advances) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 8.07 8.06 applicable to assignments, and (ii) the Borrower shall pay to such Affected Person shall have received payment in same day funds on the day of such replacement all accrued interest, accrued fees and other amounts then due and owing to such Affected Person by the Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.10 2.12 and 2.13, and (iii) such Borrower shall pay to the Administrative Agent an administrative fee in the amount of $3,500 for each such replacement in the event that the replacing Lender in respect thereof is not a Lender at the time of such replacement2.15.

Right to Replace a Lender. If either the Borrower is required to make any additional payment pursuant to Section 2.10 2.12 or 2.13 2.15 to any Lender or if any Lender’s obligation to makemake or Continue, or to Convert A Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended pursuant to Section 2.11 2.13 (in each case, such Lender being an “Affected Person”), the Borrowers Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Person as a party to this Agreement; provided that, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement andreplacement; and provided further that, provided, further, that concurrently with such replacement, (i) one or more another financial institution which is an Eligible Transferees Assignee and is reasonably satisfactory to the Borrowers Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances of the Affected Person pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including the Commitmentall outstanding Advances) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 8.07 8.06 applicable to assignments, and (ii) the Borrower shall pay to such Affected Person shall have received payment in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by the Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.10 2.12 and 2.13, and (iii) such Borrower shall pay to the Administrative Agent an administrative fee in the amount of $3,500 for each such replacement in the event that the replacing Lender in respect thereof is not a Lender at the time of such replacement2.15.

Right to Replace a Lender. If either the Borrower is required to make any additional payment pursuant to Section 2.10 2.12 or 2.13 2.15 to any Lender or if any Lender’s 's obligation to makemake or Continue, or to Convert A Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended pursuant to Section 2.11 2.13 (in each case, such Lender being an “"Affected Person”"), the Borrowers Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Person as a party to this Agreement; provided that, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement andreplacement; and provided further that, provided, further, that concurrently with such replacement, (i) one or more another financial institution which is an Eligible Transferees Assignee and is reasonably satisfactory to the Borrowers Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances of the Affected Person pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including the Commitmentall outstanding Advances) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 8.07 8.06 applicable to assignments, and (ii) the Borrower shall pay to such Affected Person shall have received payment in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by the Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.10 2.12 and 2.13, and (iii) such Borrower shall pay to the Administrative Agent an administrative fee in the amount of $3,500 for each such replacement in the event that the replacing Lender in respect thereof is not a Lender at the time of such replacement2.15.

Right to Replace a Lender. If either Borrower is required to make any additional payment pursuant to Section 2.10 or 2.13 to any Lender or if any Lender’s obligation to make, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended pursuant to Section 2.11 (in each case, such Lender being an “Affected Person”), the Borrowers may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Person as a party to this Agreement, provided that no Default shall have occurred and be continuing at the time of such replacement and, provided, further, that concurrently with such replacement, (i) one or more Eligible Transferees reasonably satisfactory to the Borrowers and the Administrative Agent shall agree, as of such date, to become a Lender for all purposes under this Agreement and to assume all obligations (including the Commitment) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 8.07 applicable to assignments, (ii) such Affected Person shall have received payment of all amounts then due and owing to such Affected Person hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.10 and 2.13, and (iii) such Borrower shall pay to the Administrative Agent an administrative fee in the amount of $3,500 for each such replacement in the event that the replacing Lender in respect thereof is not a Lender at the time of such replacement.

Right to Replace a Lender. If either the Borrower is required to make any additional payment pursuant to Section 2.10 2.11 or 2.13 2.14 to any Lender or if any Lender’s obligation to makemake or Continue, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended pursuant to Section 2.11 2.12 (in each case, such Lender being an “Affected Person”), the Borrowers Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Person as a party to this Agreement; provided that, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement andreplacement; and provided further that, provided, further, that concurrently with such replacement, (i) one or more another financial institution which is an Eligible Transferees Assignee and is reasonably satisfactory to the Borrowers Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances of the Affected Person pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including the Commitmentall outstanding Advances) of the Affected Person to be Credit Agreement terminated as of such date and to comply with the requirements of Section 8.07 8.06 applicable to assignments, and (ii) the Borrower shall pay to such Affected Person shall have received payment in same day funds on the day of such replacement all accrued interest, accrued fees and other amounts then due and owing to such Affected Person by the Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.10 2.11 and 2.13, and (iii) such Borrower shall pay to the Administrative Agent an administrative fee in the amount of $3,500 for each such replacement in the event that the replacing Lender in respect thereof is not a Lender at the time of such replacement2.14.

Right to Replace a Lender. If either the Borrower is required to make any additional payment pursuant to Section 2.10 or 2.13 to any Lender or if any Lender’s obligation to makemake or Continue, or to Convert Advances Loans into, Eurocurrency Rate Advances Eurodollar Loans shall be suspended pursuant to Section 2.11 (in each case, such Lender being an “Affected Person”), the Borrowers Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Person as a party to this Agreement; provided that, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement andreplacement; and provided further that, provided, further, that concurrently with such replacement, (i) one or more another financial institution which is an Eligible Transferees Assignee and is reasonably satisfactory to the Borrowers Borrower and the Administrative Agent shall agree, as of such date, to purchase, at par, for cash the Loans of the Affected Person pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including the Commitmentall outstanding Loans) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 8.07 8.06 applicable to assignments, and (ii) the Borrower shall pay to such Affected Person shall have received payment in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by the Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.10 and 2.13, and (iii) such Borrower shall pay to the Administrative Agent an administrative fee in the amount of $3,500 for each such replacement in the event that the replacing Lender in respect thereof is not a Lender at the time of such replacement.

Right to Replace a Lender. If either the Borrower is required to make any additional payment pursuant to Section 2.10 2.11 or 2.13 2.14 to any Lender or if any Lender’s obligation to makemake or Continue, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended pursuant to Section 2.11 2.12 (in each case, such Lender being an “Affected Person”), the Borrowers Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Person as a party to this Agreement; provided that, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement andreplacement; and provided further that, provided, further, that concurrently with such replacement, (i) one or more another financial institution which is an Eligible Transferees Assignee and is reasonably satisfactory to the Borrowers Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances of the Affected Person pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including the Commitmentall outstanding Advances) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 8.07 8.06 applicable to assignments, and (ii) the Borrower shall pay to such Affected Person shall have received payment in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by the Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.10 2.11 and 2.13, and (iii) such Borrower shall pay to the Administrative Agent an administrative fee in the amount of $3,500 for each such replacement in the event that the replacing Lender in respect thereof is not a Lender at the time of such replacement2.14.

Right to Replace a Lender. If either the Borrower is required to make any additional payment pursuant to Section 2.10 2.11 or 2.13 2.14 to any Lender or if any Lender’s obligation to makemake or Continue, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended pursuant to Section 2.11 2.12 (in each case, such Lender being an “Affected Person”), the Borrowers Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Person as a party to this Agreement; provided that, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement andreplacement; and provided further that, provided, further, that concurrently with such replacement, (i) one or more another financial institution which is an Credit Agreement Eligible Transferees Assignee and is reasonably satisfactory to the Borrowers Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances of the Affected Person pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including the Commitmentall outstanding Advances) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 8.07 8.06 applicable to assignments, and (ii) the Borrower shall pay to such Affected Person shall have received payment in same day funds on the day of such replacement all accrued interest, accrued fees and other amounts then due and owing to such Affected Person by the Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.10 2.11 and 2.13, and (iii) such Borrower shall pay to the Administrative Agent an administrative fee in the amount of $3,500 for each such replacement in the event that the replacing Lender in respect thereof is not a Lender at the time of such replacement2.14.

Right to Replace a Lender. If either (i) the Borrower is required to make any additional payment pursuant to Section 2.10 2.11 or 2.13 2.14 to any Lender or Lender, (ii) if any Lender’s obligation to makemake or Continue, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended pursuant to Section 2.11 2.12 or (iii) any Lender defaults in its obligation to make Advances hereunder (in each case, such Lender being an “Affected Person”), the Borrowers Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Person as a party to this Agreement; provided that, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement andreplacement; and provided further that, provided, further, that concurrently with such replacement, (i) one or more another financial institution which is an Eligible Transferees Assignee and is reasonably satisfactory to the Borrowers Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances of the Affected Person pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including the Commitmentall outstanding Advances) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 8.07 8.06 applicable to assignments, and (ii) the Borrower shall pay to such Affected Person shall have received payment in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by the Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.10 2.11 and 2.13, and (iii) such Borrower shall pay to the Administrative Agent an administrative fee in the amount of $3,500 for each such replacement in the event that the replacing Lender in respect thereof is not a Lender at the time of such replacement2.14.

Right to Replace a Lender. If either the Borrower is required to make any additional payment pursuant to Section 2.10 or 2.13 to any Lender or if any Lender’s obligation to makemake or Continue, or to Convert Advances Loans into, Eurocurrency Rate Advances Eurodollar Loans shall be suspended pursuant to Section 2.11 (in each case, such Lender being an “Affected Person”), the Borrowers Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Person as a party to this Agreement; provided that, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement andreplacement; and provided further that, provided, further, that concurrently with such replacement, (i) one or more another financial institution which is an Eligible Transferees Assignee and is reasonably satisfactory to the Borrowers Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans of the Affected Person pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including the Commitmentall outstanding Loans) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 8.07 8.06 applicable to assignments, and (ii) the Borrower shall pay to such Affected Person shall have received payment in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by the Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.10 and 2.13, and (iii) such Borrower shall pay to the Administrative Agent an administrative fee in the amount of $3,500 for each such replacement in the event that the replacing Lender in respect thereof is not a Lender at the time of such replacement.

Right to Replace a Lender. If either the Borrower is required to make any additional payment pursuant to Section 2.10 2.11 or 2.13 2.14 to any Lender or if any Lender’s 's obligation to makemake or Continue, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended pursuant to Section 2.11 2.12 (in each case, such Lender being an “Affected Person”), the Borrowers Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Person as a party to this Agreement; provided that, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement andreplacement; and provided further that, provided, further, that concurrently with such replacement, (i) one or more another financial institution which is an Eligible Transferees Assignee and is reasonably satisfactory to the Borrowers Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances of the Affected Person pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including the Commitmentall outstanding Advances) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 8.07 8.06 applicable to assignments, and (ii) the Borrower shall pay to such Affected Person shall have received payment in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by the Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.10 2.11 and 2.13, and (iii) such Borrower shall pay to the Administrative Agent an administrative fee in the amount of $3,500 for each such replacement in the event that the replacing Lender in respect thereof is not a Lender at the time of such replacement2.14.

Right to Replace a Lender. If either the Borrower is required to make any additional payment pursuant to Section 2.10 2.12 or 2.13 2.15 to any Lender or if any Lender’s obligation to makemake or Continue, or to Convert Advances into, Eurocurrency Eurodollar Rate Advances shall be suspended pursuant to Section 2.11 2.13 (in each case, such Lender being an “Affected Person”), the Borrowers Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Person as a party to this Agreement; provided that, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement andreplacement; and provided further that, provided, further, that concurrently with such replacement, (i) one or more another financial institution which is an Eligible Transferees Assignee and is reasonably satisfactory to the Borrowers Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances of the Affected Person pursuant to an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all obligations (including the Commitmentall outstanding Advances) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 8.07 8.06 applicable to assignments, and (ii) the Borrower shall pay to such Affected Person shall have received payment in same day funds on the day of such replacement all interest, fees and other amounts then due and owing to such Affected Person by the Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.10 2.12 and 2.13, and (iii) such Borrower shall pay to the Administrative Agent an administrative fee in the amount of $3,500 for each such replacement in the event that the replacing Lender in respect thereof is not a Lender at the time of such replacement2.15.