Replacement of Funding Party. If (i) any Funding Party requests compensation under Section 4.04, (ii) any Borrower Party is required to pay Indemnified Taxes or any additional amounts to any Funding Party or any Governmental Authority for the account of any Funding Party pursuant to Section 4.01 and in each case such Funding Party has declined or is unable to designate a different Lending Office in accordance with Section 4.06(a) or such designation does not eliminate or reduce amounts payable pursuant to Section 4.01 to the same extent, (iii) any Committed Lender is unwilling or unable to fund Eurocurrency Rate Loans, (iv) any Committed Lender does not consent to an amendment or waiver under Section 13.01 or (v) any Committed Lender becomes a Defaulting Lender, Borrower may, at its sole cost and effort, replace such Funding Party’s Lender Group in accordance with Section 13.13; provided, however, that a Lender Group shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Funding Party or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.
Replacement of Funding Party. If (i) any Funding Party requests compensation under Section 4.04, (ii) any Borrower Party is required (or is likely to be required) to pay any additional amount to any Funding Party or any Governmental Authority for the account of any Funding Party pursuant to Section 4.01, (iii) any Funding Party gives notice pursuant to Section 4.03, (iv) any Funding Party does not provide any consent requested by Borrowers pursuant to Section 12.01, or (v) any Funding Party is a Defaulting Lender (in any such case, an “Affected Funding Party”), then Borrowers may, at its sole expense and effort:
Replacement of Funding Party. If (i) any Funding Party requests compensation under Section 4.04, or (ii) any Borrower Party is required to pay any additional amount to any Funding Party or any Governmental Authority for the account of any Funding Party pursuant to Section 4.01, Borrowers may, at their sole cost and effort, replace such Funding Party in accordance with Section 12.13; provided, however, that a Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Funding Party or otherwise, the circumstances entitling Borrowers to require such assignment and delegation cease to apply. No Funding Party shall claim compensation under Section 4.01, 4.03, 4.04 or 4.05 in a manner that is arbitrary, capricious, discriminatory or materially prejudicial to any Borrower Party as compared to such Funding Party’s claims for compensation with respect to borrowers that such Funding Party determines, acting in a commercially reasonable manner, are similarly situated to such Borrower Party.
Replacement of Funding Party. If (i) any Funding Party requests compensation under Section 4.04, (ii) any Borrower Party is required to pay Indemnified Taxes or any additional amounts to any Funding Party or any Governmental Authority for the account of any Funding Party pursuant to Section 4.01 and in each case such, (iii) any Funding Party has declined or is unable to designate a different Lending Office in accordance with Section 4.06(a) or such designation does not eliminate or reduce amounts payable pursuant to Section 4.01 to the same extent, (iii) any Committed Lender is unwilling or unable to fund Eurocurrency Rate Loansgives a notice pursuant to Sections 4.02 or 4.03, (iv) any Committed Lender does not consent to an amendment or waiver under Section 13.01 or (v) any Committed Lender becomes a Defaulting Lender, Borrower may, at its sole cost and effort, replace such Funding Party’s Lender Group in accordance with Section 13.13; provided, however, that a Lender Group shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Funding Party or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.
