Replacement Lender. Borrower Agent may obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”) for a Lender seeking payment or compensation under Sections 3.6, 3.7, 3.9 or 5.10 of this Agreement (or that is a Defaulting Lender (any such Lender, an “Affected Lender”)), which Replacement Lender shall be reasonably satisfactory to Agent and the Issuing Bank. In the event Borrower Agent obtains a Replacement Lender that will purchase all outstanding Obligations owed to such Affected Lender and assume its Revolver Commitment hereunder within ninety (90) days following notice to Agent and the Affected Lender of Borrower Agent’s intention to do so (the “Replacement Notice”), the Affected Lender shall sell and assign its Loans, Revolver Commitment and Capital Expenditure Loan Commitment, without recourse, to such Replacement Lender in accordance with the provisions of Section 13.3; provided that, (a) Borrower Agent and Issuing Bank shall have consented thereto in writing, (b) such assignment will in fact result in a reduction in such compensation and payment then payable to the Affected Lender, (c) such assignment does not conflict with Applicable Laws or regulations, (d) (i) Borrowers or the Replacement Lender have reimbursed such Affected Lender for any administrative fee payable by such Affected Lender to Agent pursuant to Section 13.3 and (ii) in any case where such replacement occurs as the result of a demand for payment of certain costs or Taxes pursuant to Sections 3.6, 3.7, 3.9 or 5.10, Borrowers have paid all increased costs for and Taxes to which such Affected Lender is entitled to under such Sections 3.6, 3.7, 3.9 or 5.10 through the date of such sale and assignment; provided, further, that, each Replacement Lender shall be an Eligible Assignee. Such Affected Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment. An Affected Lender shall not be required to make any such assignment and delegation if, on or before sixty (60) days after Agent’s and the Affected Lender’s receipt of the Replacement Notice, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower Agent to require such assignment and delegation cease to apply. Nothing in this Section 3.11 shall limit or impair (A) any rights that any Borrower or Agent may have against any Lender that is a Defaulting Lender or (B) Agent’s rights to replace a Lender i...
Replacement Lender. If any Lender requests compensation under Section 2.10, or if the Borrower or any Guarantor is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.13(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort (and in the case of a Defaulting Lender, the Administrative Agent may) upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.7), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.10 or Section 2.12) and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:
Replacement Lender. See §5.12.
Replacement Lender. In the event Borrower becomes obligated to pay ------------------ any additional amounts to any Lender pursuant to SECTIONS 3.15 OR 3.16 as a result of any event or condition described in any of such Sections, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause of such obligation to pay such additional amounts, Borrower may designate a substitute lender acceptable to Agent (such lender herein called a "REPLACEMENT LENDER") to purchase such Lender's rights and obligations with respect to its entire Pro Rata Part hereunder with respect to the Facility as a whole, without recourse to or warranty by, or expense to, such Lender in accordance with SECTION 14.12(C) for a purchase price equal to the outstanding principal amounts payable to such Lender with respect to such Pro Rata Part, plus any accrued and unpaid interest and accrued and unpaid fees and charges in respect of such Pro Rata Part and on other terms reasonably satisfactory to Agent. Upon such purchase by the Replacement Lender and payment of all other amounts owing to the Lender being replaced hereunder, such Lender shall no longer be a party hereto or have any rights or obligations hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Lender with respect to such Pro Rata Part hereunder.
Replacement Lender. (a) If at any time the Borrower becomes obliged to prepay any amount in accordance with Section 2.9 or pay any compensation under Section 2.10 to any Lender, then the Borrower shall have the right, at its sole expense and effort and provided that no Default or Event of Default then exists or would exist after giving effect to such replacement, on ten (10) Business Days prior written notice to the Administrative Agent and such Lender, to replace such Lender by requiring such Lender to (and such Lender shall) assign and delegate, without recourse, pursuant to Section 10.13 all (and not part only) of its rights and obligations under this Agreement to a Lender or another bank or financial institution (a “Replacement Lender”) selected by the Borrower for a purchase price in cash payable at the time of assignment equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest, fees, and other amounts payable in relation thereto under the Financing Documents. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
Replacement Lender. See §4.12 hereof.
Replacement Lender. In the event any Lender seeks additional compensation pursuant to any of Sections 2.18 through 2.23 or is restricted from making any Fixed Rate Loan under this Agreement (a "Restricted Lender"), so long as no Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee to become a Lender for all purposes hereunder, Company may cause such Restricted Lender to be replaced by, and to assign all its Loans, Facility Commitments and other Obligations owing thereto pursuant to Section 10.6, to such other Lender or an Eligible Assignee that is reasonably acceptable to each applicable Facility Agent, each applicable Issuing Bank and Global Agent and is not similarly restricted and will not seek such additional compensation. Such Restricted Lender agrees to execute and to deliver to Global Agent and to each applicable Facility Agent an Assignment Agreement with such replacement Lender as provided in Section 10.6 upon payment at par of all principal, interest, fees and other amounts owing under this Agreement to such Restricted Lender, and such Restricted Lender shall pay to the applicable Facility Agent the processing fee required by Section 10.6(d) in connection with such assignment.
Replacement Lender. If (i) any Lender requests compensation under Section 2.11, or the Borrower or a Guarantor is or will be required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, (ii) any Lender suspends its obligations to make, maintain or fund Eurodollar Advances pursuant to Section 2.4(c)(iii) or Section 2.9, (iii) any Lender is a Defaulting Lender or (iv) any Lender is a Non-Consenting Lender (any Lender described in the foregoing clause (i), (ii), (iii), or (iv), a “Subject Lender”), then the Borrower may, at its sole expense and effort (and in the case of a Defaulting Lender, the Administrative Agent may) upon notice to such Subject Lender and the Administrative Agent (or, if elected by the Administrative Agent with respect to a Defaulting Lender, upon notice by the Administrative Agent to the Borrower), require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.7), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.11 or Section 2.13) and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:
Replacement Lender. If (i) any Lender is unable or unwilling ------------------ to make, maintain or fund any LIBOR Advance pursuant to Section 9.1 or 9.2 or ----------- --- (ii) the Borrower becomes obligated to pay additional amounts to any Lender described in Section 9.3 or 9.5, the Borrower may designate a financial ----------- --- institution reasonably acceptable to the Administrative Lender to replace such Lender by purchasing for cash and receiving an assignment of such Lender's pro rata share of such Lender's Commitment and the Rights of such Lender under the Loan Documents without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the outstanding amounts owing to such Lender (including such additional amounts owing to such Lender pursuant to Section 9.2, ------------ 9.3 or 9.5). Upon execution of an Assignment Agreement, such other financial --- --- institution shall be deemed to be a "Lender" for all purposes of this Agreement as set forth in Section 11.6 hereof. ------------
Replacement Lender. In the event any Lender (a) seeks additional compensation pursuant to any of Sections 3.01 or 3.04 or (b) is restricted from making any Loan (other than an Offshore Currency Loan by an Offshore Currency Participating Lender) under this Agreement, or (c) fails to approve any amendment, waiver or consent requested by the Loan Parties pursuant to Section 10.01 that has received the written approval of not less than the Required Lenders but also requires the approval of such Lender (in any such instance, a "Restricted Lender"), so long as the Company has obtained a commitment (in an amount not less than the sum of the Revolving Credit Commitment and the Pro Rata Term Share of the Term Loan of the Restricted Lender) from another Lender or an Eligible Assignee to become a Lender for all purposes hereunder (such Lender referred to as the "Replacement Lender"), the Company may cause such Restricted Lender to be replaced by, and to assign all its rights and obligations under this Agreement (including its Revolving Credit Commitment and the Loans) pursuant to Section 10.07, to such Replacement Lender that is reasonably acceptable to the Administrative Agent. Such Restricted Lender agrees to execute and to deliver to the Administrative Agent an Assignment and Assumption Agreement with such Replacement Lender as provided in Section 10.07 upon payment at par of all principal, interest, fees and other amounts owing under this Agreement to such Restricted Lender, and the Company shall pay to the Administrative Agent the processing fee required by Section 10.07 in connection with such assignment.
