Common use of Substitution of Lenders Clause in Contracts

Substitution of Lenders. If any Lender (an “Affected Lender”) fails to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments under Section 3.3 of this Agreement, the Borrower may: (i) request the Affected Lender to use reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrower (a “Replacement Lender”) to acquire and assume all or a portion of all of such Affected Lender’s Loans and Commitment, (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment; it being understood that no such other Lender shall be so required to acquire and assume any of such Loans and/or Commitments, or (iii) designate a Replacement Lender. Any designation of a Replacement Lender under clause (i) or (iii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed and shall be deemed to have been given if no negative response shall have been received from the Administrative Agent within five Business Days of the Administrative Agent’s receipt of a request for such consent) and the other provisions relating to the assignment set forth in Section 10.8.

Substitution of Lenders. If Upon the receipt by the Company from any Lender of a claim for compensation under Section 4.03 or Section 4.06, of notice that it cannot make Offshore Rate Loans under Section 4.02, or of a claim for Taxes or Further Taxes under Section 4.01, or if any Lender is a Defaulting Lender or a Non-Consenting Lender with respect to a pending amendment or waiver (any of the foregoing Lenders, an “Affected Lender”) fails ), then the Company may, at its sole expense and effort, upon notice to meet such Lender and the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments under Section 3.3 of this Agreement, the Borrower may: Administrative Agent (i) request the require such Affected Lender to use reasonable efforts assign and delegate to obtain a replacement bank or financial institution satisfactory to an Eligible Assignee designated by the Borrower (a “Replacement Lender”) to acquire and assume Company all or a portion ratable part of all of such Affected Lender’s Loans and Commitment, Commitment at the face amount thereof (a “Replacement Lender”); or (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment; it being understood that no such other Lender shall be so required to acquire and assume any of such Loans and/or Commitments, or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (i) or (iii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed delayed). Any transfer of Loans and Commitments shall be accompanied by the payment of any amounts due to the Affected Lender under Sections 4.01, 4.03, 4.04 (calculated as if the assigned Loans were prepaid on the date of assignment) and 4.06 and shall be deemed to have been given if no negative response shall have been received from made in accordance with Section 11.08; provided that the Administrative Agent within five Business Days of the Administrative Agent’s receipt of a request for such consent) and the other provisions relating to the assignment set forth processing fee referenced in Section 10.811.08(a) shall not be required to be paid.

Substitution of Lenders. If Upon the receipt by a Borrower from any Lender (an “"Affected Lender”") fails to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments of a claim for compensation under Section 3.3 of this AgreementArticle IV, the such Borrower may: (i) request the Affected Lender to use commercially reasonable efforts to obtain a replacement bank Lender or financial institution satisfactory to the such Borrower (a “Replacement Lender”) to acquire and assume all or a portion ratable part of all of such Affected Lender’s Loans 's Loans, Commitments and Commitment, participation in Letters of Credit (a "Replacement Lender"); (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans 's Loans, Commitment and Commitmentparticipation in Letters of Credit; it being understood that no such other Lender shall be so required to acquire and assume any of such Loans and/or Commitments, or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (i) or (iii) above shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed withheld), and any such substitution shall in any event be deemed to have been given if no negative response shall have been received from the Administrative Agent within five Business Days effective upon satisfaction of the Administrative Agent’s receipt of a request for such consent) and the other provisions relating to the assignment conditions set forth in Section 10.812.08 and all then outstanding Obligations owing to such Affected Lender shall be repaid in full on the date of any such assignment.

Substitution of Lenders. If Upon (i) the receipt by the Company from any Lender of a claim for compensation under this Article III, (ii) the refusal of a Lender to accept the Annual Proposed Borrowing Base pursuant to Section 2.6(b) or Semi-Annual Proposed Borrowing Base pursuant to Section 2.6(c) (as applicable) or (iii) a Lender becoming a Defaulting Lender, and, as a result, the Company elects by written notice to the Administrative Agent to replace such Lender pursuant to this Section 3.7 (such Lender, an “Affected Lender”) fails to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments under Section 3.3 of this Agreement), the Borrower Company may: (ia) request the Affected Lender to use reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrower (a “Replacement Lender”) Administrative Agent to acquire and assume all or a portion ratable part of all of such Affected Lender’s Loans and Commitment, Commitment (iia “Replacement Lender”); or (b) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment; it being understood that no such other Lender Commitment but none of the Lenders shall be so required have any obligation to acquire and assume any of such Loans and/or Commitments, or (iii) designate a Replacement Lenderdo so. Any such designation of a Replacement Lender under clause (i) or (iiia) shall be subject to the prior written consent of the Administrative Agent (Agent, which consent shall not be unreasonably withheld or delayed and shall be deemed to have been given if no negative response shall have been received from the Administrative Agent within five Business Days of the Administrative Agent’s receipt of a request for such consent) and the other provisions relating to the assignment set forth in Section 10.8withheld.

Substitution of Lenders. If Upon the receipt by the Company from any Lender of a claim for compensation under Section 3.1 or 3.3 or a notice under Section 3.2, or a Lender declines or fails to respond to an Extension Request (as defined in the 364-Day Credit Agreement pursuant to subsection 2.18(a) of the 364-Day Credit Agreement) (each Lender making such a claim for compensation or such a notice, or declining or failing to respond to such an “Extension Request, an "Affected Lender”) fails to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments under Section 3.3 of this Agreement"), the Borrower Company may: (i) request the Affected Lender to use reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrower (a “Replacement Lender”) to acquire and assume all or a portion of all of such Affected Lender’s Loans and Commitment, (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s 's Loans and Commitment; it being understood that no such or (ii) designate a replacement bank or other Lender shall be so required financial institution (a "Replacement Lender") to acquire and assume any all or part of such Affected Lender's Loans and/or Commitments, or (iii) designate a Replacement Lenderand Commitment. Any such designation of a Replacement Lender under clause (i) or (iii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed withheld). Any acquisition and assumption of Loans and Commitments pursuant to this Section shall be governed by Sections 10.8(a) and (b) and shall be deemed for a purchase price equal to have been given if no negative response shall have been received from the Administrative Agent within five Business Days outstanding principal amount of the Administrative Agent’s receipt of a request for such consent) and the other provisions relating Loans payable to the assignment set forth Affected Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid fees in respect of such Lender's Commitment and/or Loans plus any amount payable under Section 10.83.4 (assuming for purposes of calculating such amount that each Eurodollar Loan (or the relevant portion thereof) sold by such Affected Lender has been prepaid on the date of such sale).

Substitution of Lenders. If Upon the receipt by any Borrower from any Lender (an “Affected Lender”) fails to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments of a request for compensation under Section 3.3 of this Agreement5.02 or a notice under Section 5.03, the Borrower may: Borrowers may (i) request the Affected Lender to use reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrower (a “Replacement Lender”) to acquire and assume all or a portion of all of such Affected Lender’s Loans and Commitment, (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment; it being understood that no such other Lender Commitment(s), or (ii) designate a replacement lending institution (which shall be so required an Eligible Assignee) to acquire and assume any all or a ratable part of such Affected Lender’s Loans and/or Commitments, or and Commitment(s) (iii) designate a “Replacement Lender”); provided, however, that the Borrowers shall be liable for the payment promptly upon demand of all costs and other amounts arising under Section 5.01 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any Loan then outstanding. Any such designation of a Replacement Lender under the foregoing clause (i) or (iiiii) shall be effected in accordance with, and subject to the terms and conditions of, the assignment provisions contained in Section 13.10 (with the assignment fee to be paid by the Borrowers in such instance), and shall in any event be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed and shall be deemed to have been given if no negative response shall have been received from the Administrative Agent within five Business Days of the Administrative Agent’s receipt of a request for such consent) and the other provisions relating to the assignment set forth in Section 10.8withheld).

Substitution of Lenders. If Upon (i) the receipt by the Company from any Lender of a claim for compensation under this Article III, (ii) the refusal of a Lender to accept the Annual Proposed Borrowing Base pursuant to Section 2.6(b) or Semi-Annual Proposed Borrowing Base pursuant to Section 2.6(c) (as applicable) and, as a result, the Company elects by written notice to the Administrative Agent to replace such dissenting Lender pursuant to this Section 3.7, or (iii) the occurrence and during the continuation of default by a Lender with respect to funding its Commitment (such Lender, an “Affected Lender”) fails to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments under Section 3.3 of this Agreement), the Borrower Company may: (ia) request the Affected Lender to use reasonable efforts to obtain a replacement bank or financial institution reasonably satisfactory to the Borrower (a “Replacement Lender”) Administrative Agent to acquire and assume all or a portion ratable part of all of such Affected Lender’s Loans and Commitment, Commitment (iia “Replacement Lender”); or (b) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment; it being understood that no such other Lender , but none of the Lenders shall be so required have any obligation to acquire and assume any of such Loans and/or Commitments, or (iii) designate a Replacement Lenderdo so. Any such designation of a Replacement Lender under clause (i) or (iiia) shall be subject to the prior written consent of the Administrative Agent (Agent, which consent shall not be unreasonably withheld or delayed and shall be deemed to have been given if no negative response shall have been received from the Administrative Agent within five Business Days of the Administrative Agent’s receipt of a request for such consent) and the other provisions relating to the assignment set forth in Section 10.8withheld.

Substitution of Lenders. If Upon the receipt by the Company from any Lender (an “"Affected Lender”") fails to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments of a claim for compensation under Section 3.3 of this Agreement3.01, 3.04 or 3.07, the Borrower may: Company (i) request the Affected Lender to use its reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrower (a “Replacement Lender”) Company and meeting the qualifications of an Eligible Assignee to acquire and assume all or a portion ratable part of all of such Affected Lender’s 's Loans and Commitment, Commitment (a "Replacement Lender"); (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s 's Loans and Commitment; it being understood that Commitment (but no such other Lender shall be so required to acquire and assume any of such Loans and/or Commitments, do so); or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (i) or (iii) shall be subject to the prior written consent of the Administrative U.S. Agent (which consent shall not be unreasonably withheld or delayed delayed). Any transfer arising under this Section 3.09 shall comply with the requirements of Section 11.08 and on the date of transfer the Affected Lender shall be deemed entitled to have been given if no negative response shall have been received from all sums payable to it hereunder on such date including, without limitation, outstanding principal, accrued interest and fees, and other sums arising under the Administrative Agent within five Business Days provisions of the Administrative Agent’s receipt of a request for such consent) and the other provisions relating to the assignment set forth in Section 10.8this Agreement or any Loan Document.

Substitution of Lenders. If Upon the receipt by Borrower Representative from any Lender (an “Affected Lender”) fails to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments of a claim for compensation under Section 3.3 of this Agreement4.03, the Borrower Borrowers may: (i) request the Affected Lender to use reasonable its best efforts to obtain a replacement bank or financial institution lender (which must be an Eligible Assignee) satisfactory to the Borrower Representative and to Agent (a “Replacement Lender”) to acquire and assume all or a portion ratable part of all of such Affected Lender’s Lender Loans and Commitment, ; (ii) request one or more of the other Lenders Lenders, in the sole discretion of such other Lender(s), to acquire and assume all or part of such Affected Lender’s Loans and Commitment; it being understood that no such other Lender shall be so required to acquire and assume any of such Loans and/or Commitments, or (iii) designate a Replacement Lender; provided, that Borrowers shall be liable for the payment upon demand of all costs and other amounts arising under Section 4.04 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any LIBOR Loan then outstanding. Any such designation of a Replacement Lender under clause (i) or (iii) shall be effected in accordance with, and subject to the terms and conditions of, the assignment provisions contained in Section 11.08, and shall in any event be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed and shall be deemed to have been given if no negative response shall have been received from the Administrative Agent within five Business Days of the Administrative Agent’s receipt of a request for such consent) and the other provisions relating to the assignment set forth in Section 10.8withheld).

Substitution of Lenders. If Without limiting the Borrower’s obligations under Sections 6.03 and 7.03, upon the receipt by the Borrower from any Lender (an “Affected Lender”) fails to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments of a request for compensation under Section 3.3 of this Agreement6.03 or under Section 7.03, the Borrower may: may (i) request the Affected Lender to use reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrower (a “Replacement Lender”) to acquire and assume all or a portion of all of such Affected Lender’s Loans and Commitment, (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment; it being understood that no such other Lender or (ii) designate a replacement commercial bank (which shall be so required an Eligible Assignee) satisfactory to the Borrower to acquire and assume any all or a ratable part of such Affected Lender’s Loans and/or Commitments, or and Commitment (iii) designate a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 6.02 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any Eurodollar Rate Loan then outstanding. Any such designation of a Replacement Lender under clause (i) or (iiiii) shall be effected in accordance with, and subject to the terms and conditions of, the assignment provisions contained in Section 13.09, and shall in any event be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed and shall be deemed to have been given if no negative response shall have been received from the Administrative Agent within five Business Days of the Administrative Agent’s receipt of a request for such consent) and the other provisions relating to the assignment set forth in Section 10.8withheld).

Substitution of Lenders. If any Lender (i) has demanded compensation pursuant to Section 8.03 or 8.04, (ii) becomes a Defaulting Lender, (iii) rejects the designation of a Subsidiary as an Eligible Subsidiary if such designation of a Subsidiary as an Eligible Subsidiary has otherwise been approved by the Required Lenders or (iv) in connection with any proposed amendment, waiver or consent requiring the consent of “Affected Lender”all the Lenders” or “all the Lenders directly affected thereby” (or any other class or group of Lenders other than the Required Lenders) fails with respect to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments under Section 3.3 of this Agreementwhich Required Lender consent, the Borrower may: (i) request consent of a majority of the Affected Lenders or a majority of the Lenders directly affected thereby, or the majority of the Lenders of such other class, as applicable, has been obtained, as applicable, is a non-consenting Lender, then the Company shall have the right to designate an Assignee which is not an affiliate of the Company to purchase for cash, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto, the Outstanding Credit Exposure and Commitment of such Lender and to use reasonable efforts assume all of such Lender’s other rights and obligations hereunder without recourse to obtain or warranty by such Lender, for a replacement bank or financial institution satisfactory purchase price equal to the Borrower (a “Replacement Lender”) to acquire and assume all or a portion principal amount of all of such Affected Lender’s Loans Outstanding Credit Exposure plus the compensation then due and Commitment, (ii) request one payable pursuant to Section 8.03 or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment; it being understood that no such other Lender shall be so required to acquire and assume any of such Loans and/or Commitments, or (iii) designate a Replacement Lender. Any designation of a Replacement Lender under clause (i) or (iii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed and shall be deemed to have been given if no negative response shall have been received from the Administrative Agent within five Business Days of the Administrative Agent’s receipt of a request for such consent) and the other provisions relating to the assignment set forth in Section 10.88.04.

Substitution of Lenders. If Upon the receipt by Holdings from any Lender of a claim for compensation under Section 4.03, or if any Lender is a Defaulting Lender (in each case, an “Affected Lender”) fails to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments under Section 3.3 of this Agreement), the Borrower Holdings may: (i) request the Affected Lender to use reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrower (a “Replacement Lender”) to acquire and assume all or a portion of all of such Affected Lender’s Loans and Commitment, (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment; it being understood that no such other Lender or (ii) designate a replacement lending institution (which shall be so required an Eligible Assignee) to acquire and assume any all of such Affected Lender’s Loans and/or Commitments, or and Commitment (iii) designate a “Replacement Lender”); provided, however, that Holdings shall be liable for the payment upon demand of all costs and other amounts arising under Section 4.04 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any Offshore Rate Loan then outstanding. Any such designation of a Replacement Lender under clause (i) or (iiiii) shall be effected in accordance with, and subject to the terms and conditions of, the assignment provisions contained in Section 11.08, and shall in any event be subject to the prior written consent of the Administrative Agent Agent, the L/C Issuer and the Swingline Lender (which consent shall not be unreasonably withheld or delayed and shall be deemed to have been given if no negative response shall have been received from the Administrative Agent within five Business Days of the Administrative Agent’s receipt of a request for such consent) and the other provisions relating to the assignment set forth in Section 10.8withheld).

Substitution of Lenders. If Upon the receipt by the Borrower from any Lender (an “Affected Lender”) fails to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments of a claim for compensation under Section 3.3 of this Agreement3.3, the Borrower may: (i) request the Affected Lender to use reasonable its best efforts to obtain a replacement bank lender or financial institution satisfactory to the Borrower and to the Administrative Agent (a “Replacement Lender”) to acquire and assume all or a portion ratable part of all of such Affected Lender’s Loans and Commitment, ; (ii) request one or more of the other Lenders to consent to acquire and assume all or part of such Affected Lender’s Loans and Commitment; it being understood that no such other Lender shall be so required to acquire and assume any of such Loans and/or Commitments, or (iii) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (i) or (iii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld withheld). Upon any acquisition and assumption under this Section 3.7, if any Affected Lender shall incur a loss or delayed and shall be deemed to have been given expense, the Borrower will reimburse said Lender as if no negative response shall have been received from the Administrative Agent within five Business Days of the Administrative Agent’s receipt of it had made a request for such consent) and the other provisions relating to the assignment set forth in prepayment under Section 10.83.4.

Substitution of Lenders. If Upon (i) the receipt by the Company from any Lender of a claim for compensation under this Article III, (ii) the refusal of a Lender to accept the Annual Proposed Borrowing Base pursuant to Section 2.6(b) or Semi-Annual Proposed Borrowing Base pursuant to Section 2.6(c) (as applicable) or (iii) a Lender becoming a Defaulting Lender, and, as a result, the Company elects by written notice to the Administrative Agent to replace such Lender pursuant to this Section 3.7 (such Lender, an “Affected Lender”) fails to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments under Section 3.3 of this Agreement), the Borrower Company may: (ia) request the Affected Lender to use reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrower (a “Replacement Lender”) Administrative Agent to acquire and assume all or a portion ratable part of all of such Affected Lender’s Loans and Commitment, Commitment (iia “Replacement Lender”); or (b) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment; it being understood that no such other Lender Commitment but none of the Lenders shall be so required have any obligation to acquire and assume any of such Loans and/or Commitments, or (iii) designate a Replacement Lenderdo so. Any such designation of a Replacement Lender under clause (i) or (iiia) shall be subject to the prior written consent of the Administrative Agent (Agent, which consent shall not be unreasonably withheld or delayed and withheld. The appointment of a Replacement Lender shall be deemed to have been given if no negative response shall have been received from the Administrative Agent within five Business Days of the Administrative Agent’s receipt of effectuated by a request Lender Assignment Agreement entered into by such Affected Lender and such one or more Replacement Lenders (together with any consents for such consent) and the other provisions relating to the assignment set forth in Section 10.8required hereunder).

Substitution of Lenders. If Upon the receipt by Holdings from any Lender (an “Affected Lender”) fails to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments of a claim for compensation under Section 3.3 of this Agreement4.03, the Borrower Holdings may: (i) request the Affected Lender to use reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrower (a “Replacement Lender”) to acquire and assume all or a portion of all of such Affected Lender’s Loans and Commitment, (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment; it being understood that no such other Lender or (ii) designate a replacement lending institution (which shall be so required an Eligible Assignee) to acquire and assume any all of such Affected Lender’s Loans and/or Commitments, or and Commitment (iii) designate a “Replacement Lender”); provided, however, that Holdings shall be liable for the payment upon demand of all costs and other amounts arising under Section 4.04 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any Offshore Rate Loan then outstanding. Any such designation of a Replacement Lender under clause (i) or (iiiii) shall be effected in accordance with, and subject to the terms and conditions of, the assignment provisions contained in Section 11.08, and shall in any event be subject to the prior written consent of the Administrative Agent Agent, the L/C Issuer and the Swingline Lender (which consent shall not be unreasonably withheld or delayed and shall be deemed to have been given if no negative response shall have been received from the Administrative Agent within five Business Days of the Administrative Agent’s receipt of a request for such consent) and the other provisions relating to the assignment set forth in Section 10.8withheld).

Substitution of Lenders. If any Lender (an “Affected Lender”) fails to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments under Section 3.3 of this Agreement, the Borrower may: Upon (i) request the Affected receipt by the Company from any Lender of a claim for compensation under this Article III, (ii) the refusal of any Lender to use reasonable efforts execute any amendment, waiver or consent requiring the consent of all Lenders or all affected Lenders as to which Required Lenders have otherwise agreed or (iii) the occurrence and during the continuation of default by a Lender with respect to funding its Commitment (such Lender, an "Affected Lender"), the Company may (a) obtain a replacement bank or financial institution reasonably satisfactory to the Borrower (a “Replacement Lender”) Administrative Agent to acquire and assume all or a portion ratable part of all of such Affected Lender’s 's Loans and Commitment(a "Replacement Lender"), or (iib) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans 's Loans, but none of the Lenders shall have any obligation to do so; provided, however, that (x) in the case of clauses (a) and Commitment; it being understood that no (b), the Company or such other assignee shall have paid to the Affected Lender shall be so required in immediately available funds an amount equal to acquire the sum of the principal of and assume any interest accrued to the date of such payment on the outstanding Loans and/or Commitments, or of such Affected Lender plus all fees and other amounts accrued for the account of such Affected Lender with respect thereto (iiiincluding any amounts under Section 3.4) designate a Replacement Lender. Any designation and (y) in the case of a Replacement Lender under clause (i) or (iii) a), the Company shall be subject to have received the prior written consent of the Administrative Agent (Agent, which consent shall not unreasonably be unreasonably withheld or delayed and shall be deemed to have been given if no negative response shall have been received from the Administrative Agent within five Business Days of the Administrative Agent’s receipt of a request for such consent) and the other provisions relating to the assignment set forth in Section 10.8delayed.

Substitution of Lenders. If Upon (i) the receipt by the Company from any Lender of a claim for compensation under this Article III, or (ii) a Lender becoming a Defaulting Lender, and, as a result, the Company elects by written notice to the Administrative Agent to replace such Lender pursuant to this Section 3.7 (such Lender, an “Affected Lender”) fails to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments under Section 3.3 of this Agreement), the Borrower Company may: (ia) request the Affected Lender to use reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrower (a “Replacement Lender”) Administrative Agent to acquire and assume all or a portion ratable part of all of such Affected Lender’s Loans and Commitment, Commitment (iia “Replacement Lender”); or (b) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans and Commitment; it being understood that no such other Lender Commitment but none of the Lenders shall be so required have any obligation to acquire and assume any of such Loans and/or Commitments, or (iii) designate a Replacement Lenderdo so. Any such designation of a Replacement Lender under clause (i) or (iiia) shall be subject to the prior written consent of the Administrative Agent (Agent, which consent shall not be unreasonably withheld or delayed and withheld. The appointment of a Replacement Lender shall be deemed to have been given if no negative response shall have been received from the Administrative Agent within five Business Days of the Administrative Agent’s receipt of effectuated by a request Lender Assignment Agreement entered into by such Affected Lender and such one or more Replacement Lenders (together with any consents for such consent) and the other provisions relating to the assignment set forth in Section 10.8required hereunder).

Substitution of Lenders. If Upon the receipt by Borrower from any Lender (an “"Affected Lender”") fails to meet of a claim for compensation under SECTION 3.7(b), 3.10 or 3.16 or of a notice that it cannot make Eurodollar Advances under SECTION 3.8 or 3.9, then the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments under Section 3.3 of this AgreementAdministrative Agent, the Borrower mayat Borrower's direction, shall: (i) request the Affected Lender to use reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrower (a “Replacement Lender”) to acquire and assume all or a portion of all of such Affected Lender’s Loans and Commitment, (ii) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s 's Loans and CommitmentCommitments; it being understood that no such other Lender shall be so required or (ii) designate a replacement bank or financial institution satisfactory to Borrower to acquire and assume any all or a ratable part of all of such Loans and/or Commitments, or Affected Lender's Advances and Commitments at the face amount thereof (iii) designate a Replacement "Substitute Lender"). Any such designation of a Replacement Substitute Lender under clause (i) or (iiiii) shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed withheld). Any transfer of Advances and Commitments shall be accompanied by the payment of any amounts due to the Affected Lender under SECTIONS 3.7(b), 3.10, 3.12 (calculated as if the assigned Loans were prepaid on the date of assignment) and 3.16 and shall be deemed made in accordance with SECTION 10.6(b); PROVIDED, that the processing fee referenced in SECTION 10.6(b) shall not be required to have been given if no negative response shall have been received from the Administrative Agent within five Business Days of the Administrative Agent’s receipt of a request for such consent) and the other provisions relating to the assignment set forth in Section 10.8be paid.

Substitution of Lenders. If Upon the receipt by Borrower Representative from any Lender (an “Affected Lender”) fails to meet the status referenced in Section 3.1(b) or is entitled to additional amounts or indemnity payments of a claim for compensation under Section 3.3 of this Agreement4.03, the Borrower Borrowers may: (i) request the Affected Lender to use reasonable its best efforts to obtain a replacement bank Replacement Lender or financial institution (which in each case shall be an Eligible Assignee) satisfactory to the Borrower Representative and to Agent (a “Replacement Lender”) to acquire and assume all or a portion ratable part of all of such Affected Lender’s Lender Loans and Commitment, ; (ii) request one or more of the other Lenders Lenders, in the sole discretion of such other Lender(s), to acquire and assume all or part of such Affected Lender’s Loans and Commitment; it being understood that no such other Lender shall be so required to acquire and assume any of such Loans and/or Commitments, or (iii) designate a Replacement Lender; provided, that Borrowers shall be liable for the payment upon demand of all costs and other amounts arising under Section 4.04 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any LIBOR Loan then outstanding. Any such designation of a Replacement Lender under clause (i) or (iii) shall be effected in accordance with, and subject to the terms and conditions of, the assignment provisions contained in Section 11.08, and shall in any event be subject to the prior written consent of Agent and the Administrative Agent Issuing Banks (which consent shall not be unreasonably withheld or delayed and shall be deemed to have been given if no negative response shall have been received from the Administrative Agent within five Business Days of the Administrative Agent’s receipt of a request for such consent) and the other provisions relating to the assignment set forth in Section 10.8withheld).