Common use of Replacement Lenders Clause in Contracts

Replacement Lenders. At any time after the payment by the Borrower to any Lender of any amount pursuant to Section 3.8 or 3.9 that the Borrower reasonably deems material, the Borrower may, by writing addressed to the Agent and each Lender that requested the payment of such amount, nominate or propose any bank or other financial institution that is willing to become the assignee of the Commitment and other obligations of such Lender (a "Replacement Lender") pursuant to Section 11.3, and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the Agent an assignment agreement whereby such Lender shall assign its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 11.3 unless, prior to the expiration of such period, the Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Agent; provided, that in no event will (i) any Lender be required to enter into an Assignment Agreement at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) the Agent or any Lender be obligated to assist the Borrower in identifying any bank or other financial institution that is willing to become such a Replacement Lender or (iii) any such assignment be required if the consummation thereof conflicts with any Requirement of Law.

Replacement Lenders. At any time after the payment by the Borrower to any Lender of any amount pursuant to Section 3.8 3.12 or 3.9 3.13 that the Borrower reasonably deems material, the Borrower may, by writing addressed to the Administrative Agent and each Lender that requested the payment of such amount, nominate or propose any bank or other financial institution an Eligible Assignee that is willing to become the assignee of the Commitment and other obligations of such Lender (a "Replacement Lender") pursuant to Section 11.3, and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the Administrative Agent an assignment agreement Assignment Agreement whereby such Lender shall assign its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 11.3 unless, prior to the expiration of such period, the Administrative Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Administrative Agent; provided, that in no event will (i) any Lender be required to enter into an Assignment Agreement at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) the Administrative Agent or any Lender be obligated to assist the Borrower in identifying any bank or other financial institution Eligible Assignees that is are willing to become such a Replacement Lender or (iii) any such assignment be required if the consummation thereof conflicts with any Requirement of Law.

Replacement Lenders. At any time after the payment by the Borrower to If any Lender either (i) failed to fund ------------------- its Revolving Loan Percentage or Term Loan Percentage, as applicable, of any amount Advance requested by either Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans or Reimbursement Obligations or participations with respect to Letters of Credit, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured; (ii) makes a demand for compensation pursuant to Section 3.8 2.23(g), Section 3.1 or 3.9 --------------- ----------- Section 3.2, (iii) is unable to fund at the Eurocurrency Rate or determines ----------- that such rate is unavailable or does not accurately reflect its cost of making or maintaining any Eurocurrency Loan pursuant to Section 3.3 for ----------- reasons not generally applicable to the Borrower reasonably deems materialother Lenders or (iv) invokes the provisions of Section 9.2, the Borrower maymay require and have such Lender ----------- transfer, pursuant to and in accordance with Section 12.3, all of its rights ------------ and obligations under the Credit Documents to one or more Purchasers selected by writing addressed the Borrower, acceptable to the Agent and each the LC Issuer, and willing to accept such assignment provided such Lender that requested is paid upon such assignment all amounts of principal, interest and fees accrued hereunder to the payment date of such amountassignment. No such assignment shall affect (a) any liability or obligation of either Borrower or any other Lender to such replaced Lender, nominate which accrued on or propose any bank or other financial institution that is willing to become the assignee of the Commitment and other obligations of such Lender (a "Replacement Lender") pursuant to Section 11.3, and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the Agent an assignment agreement whereby such Lender shall assign its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 11.3 unless, prior to the expiration date of such period, the Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Agent; provided, that in no event will (i) any Lender be required to enter into an Assignment Agreement at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) the Agent or any Lender be obligated to assist the Borrower in identifying any bank or other financial institution that is willing to become such a Replacement Lender assignment or (iiib) such replaced Lender's rights or obligations hereunder in respect of any such assignment be required if the consummation thereof conflicts with any Requirement of Lawliability or obligation.

Replacement Lenders. At any time after the payment by the Borrower to any Lender of any amount pursuant to Section 3.8 3.12 or 3.9 3.13 that the Borrower reasonably deems material, the Borrower may, by writing addressed to the Administrative Agent and each Lender that requested the payment of such amount, nominate or propose any bank or other financial institution an Eligible Assignee that is willing to become the assignee of the Commitment and other obligations of such Lender (a "Replacement LenderREPLACEMENT LENDER") pursuant to Section 11.3, and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the Administrative Agent an assignment agreement Assignment and Acceptance whereby such Lender shall assign its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 11.3 unless, prior to the expiration of such period, the Administrative Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Administrative Agent; provided, PROVIDED that in no event will (i) any Lender be required to enter into an Assignment Agreement at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) the Administrative Agent or any Lender be obligated to assist the Borrower in identifying any bank or other financial institution Eligible Assignees that is are willing to become such a Replacement Lender or (iii) any such assignment be required if the consummation thereof conflicts with any Requirement of Law.

Replacement Lenders. At any time after the payment by the Borrower to any Lender of any amount pursuant to Section 3.8 3.13 or 3.9 3.14 that the Borrower reasonably deems material, the Borrower may, by writing addressed to the Administrative Agent and each Lender that requested the payment of such amount, nominate or propose any bank or other financial institution an Eligible Assignee that is willing to become the assignee of the Commitment and other obligations of such Lender (a "Replacement Lender") pursuant to Section 11.3, and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the Administrative Agent an assignment agreement Assignment Agreement whereby such Lender shall assign its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 11.3 unless, prior to the expiration of such period, the Administrative Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Administrative Agent; provided, that in no event will (i) any Lender be required to enter into an Assignment Agreement at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) the Administrative Agent or any Lender be obligated to assist the Borrower in identifying any bank or other financial institution Eligible Assignees that is are willing to become such a Replacement Lender or (iii) any such assignment be required if the consummation thereof conflicts with any Requirement of Law.

Replacement Lenders. At any time within sixty (60) days after the any payment by the Borrower to any Lender of any amount pursuant to Section 3.8 or 3.9 4.7 that the Borrower reasonably deems to be material, the Borrower mayBorrower, by writing addressed to the Agent Lead Agents and each Lender that requested the payment of such amount, may nominate or propose any bank or other financial institution an Eligible Assignee that is willing to become the assignee of the Commitment and other obligations of such Lender (a "Replacement Lender") pursuant to Section 11.313.10(b), and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the Administrative Agent an assignment agreement whereby such Lender shall assign Assignment and Acceptance of its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 11.3 13.10(b) unless, prior to the expiration of such period, the either Lead Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the such Lead Agent; provided, that in no event will (i) any Lender be required to enter into an Assignment Agreement and Acceptance at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) the either a Lead Agent or any Lender Lenders be obligated to assist the Borrower in identifying any bank or other financial institution Eligible Assignees that is are willing to become such a Replacement Lender or (iii) any such assignment be required if the consummation thereof conflicts with any Requirement Applicable Law. The assignment fee payable to the Administrative Agent in connection with any such assignment pursuant to Section 13.10(b) shall be for the account of Law.the Borrower. 41

Replacement Lenders. At any time within sixty (60) days after the any payment by the Borrower to any Lender of any amount pursuant to Section 3.8 or 3.9 3.7 that the Borrower reasonably deems to be material, the Borrower mayBorrower, by writing addressed to the Agent Lead Agents and each Lender that requested the payment of such amount, may nominate or propose any bank or other financial institution an Eligible Assignee that is willing to become the assignee of the Commitment and other obligations of such Lender (a "Replacement Lender") pursuant to Section 11.312.10(b), and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the Administrative Agent an assignment agreement whereby such Lender shall assign Assignment and Acceptance of its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 11.3 12.10(b) unless, prior to the expiration of such period, the either Lead Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the such Lead Agent; provided, that in no event will (i) any Lender be required to enter into an Assignment Agreement and Acceptance at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) the either a Lead Agent or any Lender Lenders be obligated to assist the Borrower in identifying any bank or other financial institution Eligible Assignees that is are willing to become such a Replacement Lender or (iii) any such assignment be required if the consummation thereof conflicts with any Requirement Applicable Law. The assignment fee payable to the Administrative Agent in connection with any such assignment pursuant to Section 12.10(b) shall be for the account of Lawthe Borrower.

Replacement Lenders. At any time after the payment by the Borrower to any Lender of any amount pursuant to Section 3.8 3.13 or 3.9 3.14 that the Borrower reasonably deems material, the Borrower may, by writing addressed to the Administrative Agent and each Lender that requested the payment of such amount, nominate or propose any bank or other financial institution an Eligible Assignee that is willing to become the assignee of the Commitment and other obligations of such Lender (a "Replacement Lender") pursuant to Section 11.3------------------ 10.3, and within fifteen (15) Business Days after receipt of such proposal from the Borrower, each such Lender shall execute and deliver to the Administrative Agent an assignment agreement Assignment Agreement whereby such Lender shall assign its entire Commitment in favor of the proposed Replacement Lender in accordance with Section 11.3 10.3 unless, prior to the expiration of such period, the Administrative Agent shall have notified the Borrower and such Lender that the proposed Replacement Lender is not reasonably acceptable to the Administrative Agent; provided, that in no event will (i) any Lender be required to enter into an Assignment Agreement at a price less than par plus accrued interest and prorated fees and other costs due hereunder to the effective date thereof, (ii) the Administrative Agent or any Lender be obligated to assist the Borrower in identifying any bank or other financial institution Eligible Assignees that is are willing to become such a Replacement Lender or (iii) any such assignment be required if the consummation thereof conflicts with any Requirement of Law.

Replacement Lenders. At any time within 60 days after the payment applicable Funding Date and repayment by the Borrower to any Lender Borrowers of any amount pursuant to described in Section 3.8 or 3.9 that the Borrower reasonably deems material2.4(d)(iii)(B) above, the Borrower mayBorrowers, by writing addressed to the Administrative Agent and each Lender that requested the payment of such amountDefaulting Lender, may nominate or propose any another bank or other financial institution institution, including an existing Lender, that is willing to become the assignee a Replacement Lender or other Assignee of the Commitment and other obligations of such a Defaulting Lender (a "Replacement Lender") pursuant to Section 11.312.1 hereof, and and, within fifteen (15) 10 Business Days after receipt of such proposal from the BorrowerBorrowers, each such Defaulting Lender shall execute and deliver to the Administrative Agent an assignment agreement whereby such Lender shall assign Assignment of its entire Commitment in favor of the proposed Replacement Lender or other Assignee in accordance conformity with Section 11.3 12.1 hereof unless, prior to the expiration of such period, the Administrative Agent shall have notified the Borrower Borrowers and such Defaulting Lender that the proposed Replacement Lender or other Assignee is not reasonably acceptable to the Administrative Agent; provided, that in . In no event will (i) any Lender be required to enter into an Assignment Agreement at a price less than par plus accrued interest and prorated fees and other costs due hereunder to either the effective date thereof, (ii) the Administrative Agent or any Lender the Lenders be obligated to assist the Borrower in identifying any bank banks or other financial institution institutions that is are willing to become such a Replacement Lender or (iii) other Assignee of any such assignment be required if the consummation thereof conflicts with any Requirement of LawDefaulting Lender.