Common use of Replacement of Affected Lender Clause in Contracts

Replacement of Affected Lender. Within thirty (30) days after receipt by the Borrowers of written notice and demand from any Lender for any payment under the terms of Section 4.1 or Section 4.3 then, subject to this Section 4.8, the Borrowers may, at their option, notify the Agent and such Lender (the "Affected Lender") of the Borrowers' intention to obtain, at the Borrowers' sole expense, a replacement Lender (the "Replacement Lender") to purchase the Affected Lender's Loans and its obligations under the Loan Documents. Subject to this Section 4.8, the Borrowers shall, within thirty (30) days following the delivery of such notice from the Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the Loans and other obligations of the Affected Lender and assume the Affected Lender's Commitment and obligations hereunder in accordance with the terms of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans and other Obligations held by such Affected Lender, all unpaid interest and fees accrued thereon or with respect thereto, and all other Obligations owed to such Affected Lender, including amounts owed under Section 4.1 or Section 4.3. Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 4.1 or Section 4.3 in accordance with the terms of this Agreement, (b) neither the Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Agent in its reasonable discretion, and (d) the Bank may not be replaced under this Section 4.8 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed sixty (60) days from the date such Affected Lender requested any payment under Section 4.1 or Section 4.3.

Replacement of Affected Lender. Within thirty (30) days after receipt by the Borrowers of written notice and demand from any Lender for any payment under the terms of Section 4.1 5.1 or Section 4.3 5.3 then, subject to this Section 4.85.9, the Borrowers may, at their option, notify the Administrative Agent and such Lender (the "“Affected Lender"”) of the Borrowers' their intention to obtain, at the Borrowers' ’ sole expense, a replacement Lender (the "“Replacement Lender"”) to purchase the Affected Lender's ’s Revolving Loans and its obligations under the Loan Documents. Subject to this Section 4.85.9, the Borrowers shallmay, within thirty (30) days following the delivery of such notice from the Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey, and shall be deemed to sell and convey without further action by such Affected Lender, to such Replacement Lender) the Revolving Loans and other obligations of Obligations owed to the Affected Lender and assume the Affected Lender's ’s Commitment and obligations hereunder in accordance with the terms of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Revolving Loans and other Obligations held by such Affected Lender, all unpaid interest and fees accrued thereon or with respect thereto, and and, except as provided in the immediately following sentence, all other Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) owed to such Affected Lender, including amounts owed under Section 4.1 5.1 or Section 4.35.3. Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender (or, to the extent such amounts have been paid to the Affected Lender by the Replacement Lender pursuant to the preceding sentence, to the Replacement Lender) in full all amounts then demanded and due under Section 4.1 5.1 or Section 4.3 5.3 in accordance with the terms of this Agreement, (b) neither the Administrative Agent nor any Lender shall have any obligation to find a Replacement Lender, Lender and (c) the Replacement Lender must be acceptable to the Administrative Agent in its reasonable discretion. Each Affected Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, and (d) the Bank may not be replaced under this Section 4.8 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period on behalf of time not to exceed sixty (60) days from the date such Affected Lender requested as assignor, any payment under Assignment and Acceptance necessary to effectuate any assignment of such Affected Lender’s interests hereunder in the circumstances contemplated by this Section 4.1 or Section 4.35.9.

Replacement of Affected Lender. Within thirty ninety (3090) days after ------------------------------ receipt by the Borrowers Borrower of written notice and demand from any Lender for any payment under the terms of Section 4.1 6.1 or Section 4.3 6.6, or within ninety (90) ----------- ----------- days of the Borrower becoming aware that a Lender has become insolvent, or its assets subject to a receiver, liquidator, trustee, custodian or other similar Person or it or its assets are otherwise subject to insolvency proceedings, then, subject to this Section 4.86.8, the Borrowers Borrower may, at their option, its option notify the ----------- Administrative Agent and such Lender (the "Affected Lender") of the Borrowers' its intention to --------------- obtain, at the Borrowers' sole Borrower's expense, a replacement Lender (the "Replacement Lender") ------------------ to purchase the Affected Lender's Loans and its obligations under the Loan Documents. Subject to this Section 4.86.8, the Borrowers Borrower shall, within thirty ninety (3090) ----------- days following the delivery of such notice from the Borrowers, Borrower cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the Loans and other obligations of the Affected Lender and assume the Affected Lender's Commitment and obligations hereunder in accordance with the terms of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans and other Obligations held by such Affected Lender, all unpaid interest and commitment fees accrued thereon or with respect theretothereon, and all other Secured Obligations owed to such Affected Lender, Lender including amounts owed under Section 4.1 Sections 6.1 or Section 4.36.6. Notwithstanding the foregoing, (ai) the Borrowers Borrower shall ------------ --- continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 4.1 Sections 6.1 or Section 4.3 6.6 in accordance with the terms of this Agreementthereof, ------------ --- (bii) neither the Administrative Agent nor any Lender shall have any obligation to find a Replacement Lender, (ciii) the Replacement Lender must be acceptable to the Administrative Agent in its reasonable discretion, sole discretion and (div) the Bank NationsBank, N.A. may not be replaced under this Section 4.8 6.8 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed sixty (60) days from the date such Affected Lender requested any payment under Section 4.1 or Section 4.3.-----------

Replacement of Affected Lender. Within thirty (30) 30 days after receipt by the Borrowers of written notice and demand from any Lender for any payment under the terms of Section 4.1 5.1 or Section 4.3 5.3 then, subject to this Section 4.85.7, the Borrowers may, at their option, notify the Administrative Agent and such Lender (the "“Affected Lender"”) of the Borrowers' their intention to obtain, at the Borrowers' ’ sole expense, a replacement Lender (the "“Replacement Lender"”) to purchase the Affected Lender's Loans ’s Loans, Commitment, and its obligations under the Loan Documents. Subject to this Section 4.85.7, the Borrowers shall, within thirty (30) 30 days following the delivery of such notice from the Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the Loans and other obligations of the Affected Lender and assume the Affected Lender's ’s Commitment and obligations hereunder in accordance with the terms of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans and other Obligations held by such Affected Lender, all unpaid interest and fees accrued thereon or with respect thereto, and all other Obligations owed to such Affected Lender, including amounts owed under Section 4.1 5.1 or Section 4.35.3 (but excluding any amount pursuant to Section 4.2). Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 4.1 5.1 or Section 4.3 5.3 in accordance with the terms of this Agreement, (b) neither the Administrative Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Administrative Agent in its reasonable discretion, and (d) the Bank may not be replaced under this Section 4.8 5.7 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this SectionSection 5.7, each such replacement to occur within a reasonable period of time not to exceed sixty (60) 60 days from the date the first such Affected Lender requested any payment under Section 4.1 5.1 or Section 4.35.3.

Replacement of Affected Lender. Within thirty (30) days after receipt by the Borrowers of written notice and demand from any Lender for any payment under the terms of Section 4.1 5.1 or Section 4.3 5.3 then, subject to this Section 4.85.8, the Borrowers may, at their option, notify the Agent and such Lender (the "Affected Lender") of the Borrowers' their intention to obtain, at the Borrowers' sole expense, a replacement Lender (the "Replacement Lender") to purchase the Affected Lender's Revolving Loans and its obligations under the Loan Documents. Subject to this Section 4.85.8, the Borrowers shall, within thirty (30) days following the delivery of such notice from the Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the Revolving Loans and other obligations of the Affected Lender and assume the Affected Lender's Commitment and obligations hereunder in accordance with the terms of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Revolving Loans and other Obligations held by such Affected Lender, all unpaid interest and fees accrued thereon or with respect thereto, and all other Obligations owed to such Affected Lender, including amounts owed under Section 4.1 5.1 or Section 4.35.3 (but excluding any amount pursuant to Section 4.2). Notwithstanding the foregoing, the (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 4.1 5.1 or Section 4.3 5.3 in accordance with the terms of this Agreement, (b) neither the Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Agent in its reasonable discretion, discretion and (d) the Bank may not be replaced under this Section 4.8 5.8 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed sixty (60) days from the date such Affected Lender requested any payment under Section 4.1 or Section 4.3.

Replacement of Affected Lender. Within thirty (30) days after receipt by the Borrowers Borrower of written notice and demand from any Lender for any payment under the terms of Section 4.1 6.1 or Section 4.3 then6.6, or within thirty (30) days of the Borrower becoming aware that a Lender has become insolvent, or its assets subject to this Section 4.8a receiver, liquidator, trustee, custodian or other similar Person or it or its assets are otherwise subject to insolvency proceedings, or if a Lender fails to make Loans required to be made hereunder, the Borrowers Borrower may, at their option, its option notify the Administrative Agent and such Lender (the "Affected Lender") of the Borrowers' its intention to obtain, at the Borrowers' sole Borrower's expense, a replacement Lender (the "Replacement Lender") to purchase the Affected Lender's Loans and its obligations under the Loan Documents. Subject to this Section 4.8, the Borrowers The Borrower shall, within thirty (30) days following the delivery of such notice from the Borrowers, Borrower cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the Loans and other obligations of the Affected Lender and assume the Affected Lender's Commitment and obligations hereunder in accordance with the terms of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans and other Obligations held by such Affected Lender, all unpaid interest and commitment fees accrued thereon or with respect theretothereon, and all other Obligations owed to such Affected Lender, Lender including amounts owed under Section 4.1 Sections 6.1 or Section 4.36.6. Notwithstanding the foregoing, (ai) the Borrowers Borrower shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 4.1 Sections 6.1 or Section 4.3 6.6 in accordance with the terms of this Agreementthereof, (bii) neither the Administrative Agent nor any Lender shall have any obligation to find a Replacement Lender, (ciii) the Replacement Lender must be reasonably acceptable to the Administrative Agent in its reasonable discretion, and (div) the Bank NationsBank, N.A. may not be replaced under this Section 4.8 6.8 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed sixty (60) days from the date such Affected Lender requested any payment under Section 4.1 or Section 4.3.

Replacement of Affected Lender. Within thirty (30) days after receipt by the Borrowers of written notice and demand from If any Lender for requests additional amounts under Section 8.12 or 8.13 (any payment under the terms of Section 4.1 or Section 4.3 thensuch Lender, subject to this Section 4.8, the Borrowers may, at their option, notify the Agent and such Lender (the "an “Affected Lender") of the Borrowers' intention to obtain”), at the Borrowers' sole expense, a replacement Lender (the "Replacement Lender") to purchase the Affected Lender's Loans and its obligations under the Loan Documents. Subject to this Section 4.8, the Borrowers shall, within thirty (30) days following the delivery of then such notice from the Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees shall use reasonable efforts to sell and convey promptly designate a different one of its lending offices or to such Replacement Lender) the Loans and other obligations of the Affected Lender and assume the Affected Lender's Commitment assign its rights and obligations hereunder to another of its offices or branches, if (a) in accordance with the terms reasonable judgment of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans and other Obligations held by such Affected Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 8.12 or 8.13 and (b) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. The Borrowers agree to pay all unpaid interest reasonable out-of-pocket costs and fees accrued thereon expenses incurred by such Affected Lender in connection with any such designation or with respect theretoassignment. If, and all other after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate the Borrowers’ obligation to pay any future amounts to such Affected Lender, then the Borrowers (without prejudice to any amounts then due to such Affected Lender under Section 8.12 or 8.13) may (i) designate another financial institution reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender’s rights hereunder (a “Replacement Lender”), and such Affected Lender shall assign to the Replacement Lender its Obligations, without recourse upon or warranty by (except as to title) such Affected Lender, including amounts owed under Section 4.1 or Section 4.3. Notwithstanding the foregoingand upon such purchase by such Replacement Lender, (a) the Borrowers such Replacement Lender shall continue be deemed to be obligated to pay to the a “Lender” for purposes of this Agreement and such Affected Lender in full all amounts then demanded and due under Section 4.1 or Section 4.3 in accordance with the terms shall cease to be a “Lender” for purposes of this Agreement, (b) neither the Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Agent in its reasonable discretion, and (d) the Bank may not be replaced under this Section 4.8 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed sixty (60) days from the date such Affected Lender requested any payment under Section 4.1 or Section 4.3.

Replacement of Affected Lender. Within thirty (30) days after receipt by the Borrowers of written notice and demand from any Lender for any payment under the terms of Section 4.1 SECTION 5.1 or Section 4.3 SECTION 5.3 then, subject to this Section 4.8SECTION 5.9, the Borrowers may, at their option, notify the Agent and such Lender (the "Affected LenderAFFECTED LENDER") of the Borrowers' their intention to obtain, at the Borrowers' sole expense, a replacement Lender (the "Replacement LenderREPLACEMENT LENDER") to purchase the Affected Lender's Loans and its obligations under the Loan Documents. Subject to this Section 4.8SECTION 5.9, the Borrowers shall, within thirty (30) days following the delivery of such notice from the Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the Loans and other obligations of the Affected Lender and assume the Affected Lender's Commitment and obligations hereunder in accordance with the terms of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans and other Obligations held by such Affected Lender, all LOAN AND SECURITY AGREEMENT - PAGE 60 unpaid interest and fees accrued thereon or with respect thereto, and all other Obligations owed to such Affected Lender, including amounts owed under Section 4.1 SECTION 5.1 or Section 4.3SECTION 5.3 (but excluding any amount pursuant to SECTION 4.2). Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 4.1 SECTION 5.1 or Section 4.3 SECTION 5.3 in accordance with the terms of this Agreement, (b) neither the Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Agent in its reasonable discretion, and (d) the Bank may not be replaced under this Section 4.8 SECTION 5.9 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed sixty (60) days from the date such Affected Lender requested any payment under Section 4.1 SECTION 5.1 or Section 4.3SECTION 5.3.

Replacement of Affected Lender. Within thirty (30) days after receipt by the Borrowers of written notice and demand from any Lender for any payment under the terms of Section 4.1 SECTION 5.1, SECTION 5.2, or Section 4.3 SECTION 5.3 then, subject to this Section 4.8SECTION 5.9, the Borrowers may, at their option, notify the Agent and such Lender (the "Affected LenderAFFECTED LENDER") of the Borrowers' their intention to obtain, at the Borrowers' sole expense, a replacement Lender (the "Replacement LenderREPLACEMENT LENDER") to purchase the Affected Lender's Revolving Loans and its obligations under the Loan Documents. Subject to this Section 4.8SECTION 5.9, the Borrowers shall, within thirty (30) days following the delivery of such notice from the Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the Revolving Loans and other obligations of the Affected Lender and assume the Affected Lender's Commitment and obligations hereunder in accordance with the terms of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Revolving Loans and other Obligations held by such Affected Lender, all unpaid interest and fees accrued thereon or with respect thereto, and all other Obligations owed to such Affected Lender, including amounts owed under Section 4.1 SECTION 5.1 or Section 4.3SECTION 5.3 (but excluding any amount pursuant to SECTION 4.2). Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 4.1 SECTION 5.1 or Section 4.3 SECTION 5.3 in accordance with the terms of this Agreement, (b) neither the Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Agent in its reasonable discretion, and (d) the Bank may not be replaced under this Section 4.8 SECTION 5.9 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed sixty (60) days from the date such Affected Lender requested any payment under Section 4.1 or Section 4.3.

Replacement of Affected Lender. Within thirty (30) days after receipt by the Borrowers of written notice and demand from any Lender for any payment under the terms of Section 4.1 5.1 or Section 4.3 5.3 then, subject to this Section 4.85.9, the Borrowers may, at their option, notify the Agent and such Lender (the "Affected Lender") of the Borrowers' their intention to obtain, at the Borrowers' sole expense, a replacement Lender (the "Replacement Lender") to purchase the Affected Lender's Loans and its obligations under the Loan Documents. Subject to this Section 4.85.9, the Borrowers shall, within thirty (30) days following the delivery of such notice from the Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the Loans and other obligations of the Affected Lender and assume the Affected Lender's Commitment and obligations hereunder in accordance with the terms of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans and other Obligations held by such Affected Lender, all unpaid interest and fees accrued thereon or with respect thereto, and all other Obligations owed to such Affected Lender, including amounts owed under Section 4.1 5.1 or Section 4.35.3 (but excluding any amount pursuant to Section 4.2). Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 4.1 5.1 or Section 4.3 5.3 in accordance with the terms of this Agreement, (b) neither the Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Agent in its reasonable discretion, and (d) the Bank may not be replaced under this Section 4.8 5.9 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed sixty (60) days from the date such Affected Lender requested any payment under Section 4.1 5.1 or Section 4.35.3.

Replacement of Affected Lender. Within thirty (30) days after receipt by the Borrowers of written notice and demand from any Lender for any payment under the terms of Section 4.1 5.1 or Section 4.3 5.3 then, subject to this Section 4.85.9, the Borrowers may, at their option, notify the Administrative Agent and such Lender (the "“Affected Lender"”) of the Borrowers' their intention to obtain, at the Borrowers' ’ sole expense, a replacement Lender (the "“Replacement Lender"”) to purchase the Affected Lender's ’s Loans and its obligations under the Loan Documents. Subject to this Section 4.85.9, the Borrowers shallmay, within thirty (30) days following the delivery of such notice from the Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey, and shall be deemed to sell and convey without further action by such Affected Lender, to such Replacement Lender) the Loans and other obligations of the Affected Lender and assume the Affected Lender's ’s Commitment and obligations hereunder in accordance with the terms of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans and other Obligations held by such Affected Lender, all unpaid interest and fees accrued thereon or with respect thereto, and and, except as provided in the immediately following sentence, all other Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) owed to such Affected Lender, including amounts owed under Section 4.1 5.1 or Section 4.35.3. Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 4.1 5.1 or Section 4.3 5.3 in accordance with the terms of this Agreement, (b) neither the Administrative Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Administrative Agent in its reasonable discretion, and (d) the neither Bank may not be replaced under this Section 4.8 5.9 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed sixty (60) days from the date such Affected Lender requested any payment under Section 4.1 or Section 4.3.

Replacement of Affected Lender. Within thirty (30) 30 days after receipt by the Borrowers of written notice and demand from any Lender for any payment under the terms of Section 4.1 or Section 4.3 then, subject to this Section 4.8, the Borrowers may, at their option, notify the Administrative Agent and such Lender (the "Affected Lender") of the Borrowers' their intention to obtain, at the Borrowers' sole expense, a replacement Lender (the "Replacement Lender") to purchase the Affected Lender's Revolving Loans and its obligations under the Loan Documents. Subject to this Section 4.8, the Borrowers shall, within thirty (30) 30 days following the delivery of such notice from the Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the Revolving Loans and other obligations of the Affected Lender and assume the Affected Lender's Commitment and obligations hereunder in accordance with the terms of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Revolving Loans and other Obligations held by such Affected Lender, all unpaid interest and fees accrued thereon or with respect thereto, and all other Obligations owed to such Affected Lender, including amounts owed under Section 4.1 or Section 4.34.3 (but excluding any amount pursuant to Section 3.2). Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 4.1 or Section 4.3 in accordance with the terms of this Agreement, (b) neither the Administrative Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Administrative Agent in its reasonable discretion, and (d) the Bank may not be replaced under this Section 4.8 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed sixty (60) 60 days from the date the first such Affected Lender requested any payment under Section 4.1 or Section 4.3.

Replacement of Affected Lender. Within thirty (30) days after receipt by the Borrowers of written notice and demand from any Lender for any payment under the terms of Section 4.1 or Section 4.3 SECTION 5.1 then, subject to this Section 4.8SECTION 5.6, the Borrowers may, at their option, notify the Agent and such Lender (the "Affected LenderAFFECTED LENDER") of the Borrowers' their intention to obtain, at the Borrowers' sole expense, a replacement Lender (the "Replacement LenderREPLACEMENT LENDER") to purchase the Affected Lender's Loans and its obligations under the Loan Documents. Subject to this Section 4.8SECTION 5.6, the Borrowers shall, within thirty (30) days following the delivery of such notice from the Borrowers, cause the POST-PETITION LOAN AGREEMENT - Page 57 Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey to such Replacement Lender) the Loans and other obligations of the Affected Lender and assume the Affected Lender's Commitment and obligations hereunder in accordance with the terms of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans and other Obligations held by such Affected Lender, all unpaid interest and fees accrued thereon or with respect thereto, and all other Obligations owed to such Affected Lender, including amounts owed under SECTION 5.1 (but excluding any amount pursuant to Section 4.1 or Section 4.34.2). Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 4.1 or Section 4.3 SECTION 5.1 in accordance with the terms of this Agreement, (b) neither the Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender must be acceptable to the Agent in its reasonable discretion, and (d) the Bank may not be replaced under this Section 4.8 SECTION 5.6 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed sixty (60) days from the date such Affected Lender requested any payment under Section 4.1 or Section 4.3SECTION 5.1.

Replacement of Affected Lender. Within thirty (30) days At any time after receipt by the Borrowers of written notice and demand from any Lender for any payment under the terms of Section 4.1 5.1 or Section 4.3 5.3 then, subject to this Section 4.85.9, the Borrowers may, at their option, notify the Administrative Agent and such Lender (the "“Affected Lender"”) of the Borrowers' their intention to obtain, at the Borrowers' ’ sole expense, a replacement Lender (the "“Replacement Lender"”) to purchase the Affected Lender's ’s Loans and its obligations under the Loan Documents. Subject to this Section 4.85.9, the Borrowers shallmay, within thirty (30) days at any time following the delivery of such notice from the Borrowers, cause the Replacement Lender to purchase (and the Affected Lender hereby agrees to sell and convey, and shall be deemed to sell and convey without further action by such Affected Lender, to such Replacement Lender) the Loans and other obligations of the Affected Lender and assume the Affected Lender's ’s Commitment and obligations hereunder in accordance with the terms of an Assignment and Acceptance for cash in an aggregate amount equal to the aggregate unpaid principal of the Loans and other Obligations held by such Affected Lender, all unpaid interest and fees accrued thereon or with respect thereto, and all other Obligations owed to such Affected Lender, including amounts owed under Section 4.1 5.1 or Section 4.35.3. Notwithstanding the foregoing, (a) the Borrowers shall continue to be obligated to pay to the Affected Lender in full all amounts then demanded and due under Section 4.1 5.1 or Section 4.3 5.3 in accordance with the terms of this Agreement, (b) neither the Administrative Agent nor any Lender shall have any obligation to find a Replacement Lender, (c) the Replacement Lender, if not already a Lender hereunder or the Affiliate of a Lender hereunder, must be acceptable to the Administrative Agent and each Letter of Credit Issuer, each in its reasonable discretion, and (d) the Bank may not be replaced under this Section 4.8 without its consent. If the Borrowers elect to replace any Affected Lender, the Borrowers must replace all Affected Lenders as set forth in this Section, each such replacement to occur within a reasonable period of time not to exceed sixty (60) days from the date such Affected Lender requested any payment under Section 4.1 or Section 4.3.