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. 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. See §5.12.
Replacement Lender. Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.08 or gives a notice of illegality pursuant to Section 2.10 or (b) defaults in its obligation to make Loans, with a replacement financial institution; provided that (i) no Event of Default shall have occurred and be continuing at the time of such replacement, (ii) prior to any such replacement, such Lender shall have taken no action to eliminate the continued need for payment of amounts owing pursuant to Section 2.08 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.10, (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the replacement financial institution, if not already a Lender, shall be acceptable to the Administrative Agent in its sole discretion and Administrative Agent shall have received 15 days prior written notice of such replacement, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.07, (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.08 or 2.10, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (vii) any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the Agents, or any other Lender shall have against the replaced Lender.
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 ----------- ---
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 the Borrower becomes obligated to pay additional amounts to any Lender described in Section 9.2, 9.3 or 9.5, the Borrower may designate a financial institution reasonably acceptable to the Administrative Agent to replace such Lender by purchasing for cash and receiving an assignment of such Lender's pro rata share of such Lender's obligations under the Loan Documents 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 9.3 or 9.
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.
Replacement Lender. 24 SECTION 4. FEES......................................................................... 24 4.1
