Common use of Replacement Lenders Clause in Contracts

Replacement Lenders. Upon the occurrence of any event giving rise to the operation of Section 1.07(a)(ii) or (iii), Section 1.07(c) or Section 2.06 with respect to any Lender which results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders or (y) in the case of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Lenders as provided in Section 11.12, the Borrower shall have the right, if no Default or Event of Default then exists or, in the case of clause (y) above, would exist after giving effect to such replacement, to replace such Lender (the "Replaced Lender") with one or more other Eligible Transferees (collectively, the "Replacement Lender"), each of whom shall be acceptable to the Administrative Agent; provided that (i) at the time of any replacement pursuant to this Section 1.10, the Replacement Lender shall enter into one or more Assignment and Assumption Agreements pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of

Replacement Lenders. Upon the occurrence of any event giving rise to the operation of Section 1.07(a)(ii) or (iii), Section 1.07(c) or Section 2.06 with respect to any Lender which results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders or (y) in the case of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Lenders as provided in Section 11.12, the Borrower shall have the right, if no Default or Event of Default then exists or, in the case of clause (y) above, would exist after giving effect to such replacement, to replace such Lender (the "Replaced Lender") with one or more other Eligible Transferees (collectively, the "Replacement Lender"), each of whom shall be acceptable to the Administrative Agent; provided that (i) at the time of any replacement pursuant to this Section 1.10, the Replacement Lender shall enter into one or more Assignment and Assumption Agreements pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender and (B) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender, and (ii) all obligations of the Borrower then owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 1.08) shall be paid in full to such Replaced Lender, concurrently with such replacement. Upon the execution of the re- spective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 11.15 and, if so requested by the Replacement Lender, of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.07, 1.08, 2.06, 11.01 and 11.06), which shall survive as to such Replaced Lender.

Replacement Lenders. Upon the occurrence of (a) Platinum Holdings may, at any event giving rise to the operation of time at its sole expense and effort, require any Lender (i) that has requested compensation from any Credit Party under Section 1.07(a)(ii) or (iii), Section 1.07(c2.15(a) or Section 2.06 with respect 2.15(b) or payments from any Credit Party under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender or (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval, in any Lender which results in case upon notice to such Lender charging and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the Borrower increased costs restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Administrative Agent shall have received the assignment fee specified in excess Section 11.6(b)(iv); (ii) such Lender shall have received payment of those being generally charged by an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Lenders Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Credit Party (yin the case of all other amounts); (iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries do not consent to such assignment, such assignment cannot occur); (iv) in the case of any such assignment resulting from a refusal request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and (v) such assignment does not conflict with applicable Requirements of Law. 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 Platinum Holdings to require such assignment and delegation cease to apply. (b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Credit Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to avoid any such costs, reductions or Indemnified Taxes in respect of which amounts are claimed, including the filing of any certificate or document reasonably requested by a Lender Credit Party or the designation of a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or the assignment of its rights and obligations hereunder to consent to a proposed changeanother of its offices, waiver, discharge branches or termination with respect to this Agreement which has been approved by the Required Lenders as provided in Section 11.12, the Borrower shall have the rightaffiliates, if no Default such filing, designation or Event of Default then exists orassignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the case of clause (y) abovefuture, would exist after giving effect to such replacement, to replace such Lender (or eliminate the "Replaced Lender") with one or more other Eligible Transferees (collectively, need for the "Replacement Lender"), each of whom shall be acceptable to the Administrative Agent; provided that (i) at the time of any replacement pursuant to this Section 1.10, the Replacement Lender shall enter into one or more Assignment and Assumption Agreements notice pursuant to Section 11.04(b2.15(f), as applicable, and (ii) in each case, in the good faith judgment of such Lender, (A) would not subject such Lender to any unreimbursed cost or expense, (B) would not be inconsistent with any legal or regulatory restriction or preexisting internal policy applicable to such Lender and with all fees payable pursuant (C) would not otherwise be disadvantageous to said Section 11.04(b) to be paid by the Replacement such Lender) pursuant to which the Replacement Lender shall acquire the outstanding Loans . Platinum Holdings, on behalf of the Replaced applicable Credit Party, hereby agrees to pay all reasonable costs and expenses incurred by any Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum ofwith any such designation or assignment.

Replacement Lenders. Upon the occurrence of (a) Platinum Holdings may, at any event giving rise to the operation of time at its sole expense and effort, require any Lender (i) that has requested compensation from any Credit Party under Section 1.07(a)(ii) or (iii), Section 1.07(c2.15(a) or Section 2.06 with respect 2.15(b) or payments from any Credit Party under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender or (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval, in any Lender which results in case upon notice to such Lender charging and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the Borrower increased costs restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Administrative Agent shall have received the assignment fee specified in excess Section 11.6(b)(iv); (ii) such Lender shall have received payment of those being generally charged by an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Lenders Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Credit Party (yin the case of all other amounts); (iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur); (iv) in the case of any such assignment resulting from a refusal request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and (v) such assignment does not conflict with applicable Requirements of Law. 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 Platinum Holdings to require such assignment and delegation cease to apply. (b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Credit Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to avoid any such costs, reductions or Indemnified Taxes in respect of which amounts are claimed, including the filing of any certificate or document reasonably requested by a Lender Credit Party or the designation of a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or the assignment of its rights and obligations hereunder to consent to a proposed changeanother of its offices, waiver, discharge branches or termination with respect to this Agreement which has been approved by the Required Lenders as provided in Section 11.12, the Borrower shall have the rightaffiliates, if no Default such filing, designation or Event of Default then exists orassignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the case of clause (y) abovefuture, would exist after giving effect to such replacement, to replace such Lender (or eliminate the "Replaced Lender") with one or more other Eligible Transferees (collectively, need for the "Replacement Lender"), each of whom shall be acceptable to the Administrative Agent; provided that (i) at the time of any replacement pursuant to this Section 1.10, the Replacement Lender shall enter into one or more Assignment and Assumption Agreements notice pursuant to Section 11.04(b2.15(f), as applicable, and (ii) in each case, in the good faith judgment of such Lender, (A) would not subject such Lender to any unreimbursed cost or expense, (B) would not be inconsistent with any legal or regulatory restriction or preexisting internal policy applicable to such Lender and with all fees payable pursuant (C) would not otherwise be disadvantageous to said Section 11.04(b) to be paid by the Replacement such Lender) pursuant to which the Replacement Lender shall acquire the outstanding Loans . Platinum Holdings, on behalf of the Replaced applicable Credit Party, hereby agrees to pay all reasonable costs and expenses incurred by any Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum ofwith any such designation or assignment.

Replacement Lenders. Upon the occurrence of (a) The Borrower may, at any event giving rise to the operation of time at its sole expense and effort, require any Lender (i) that has requested compensation from any Credit Party under Section 1.07(a)(ii) or (iii), Section 1.07(c2.15(a) or Section 2.06 with respect 2.15(b) or payments from any Credit Party under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender or (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval, in any Lender which results in case upon notice to such Lender charging and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the Borrower increased costs restrictions contained in, and consents required by, Section 10.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Administrative Agent shall have received the assignment fee specified in excess Section 10.6(b)(iv); (ii) such Lender shall have received payment of those being generally charged by an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Lenders Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Credit Party (yin the case of all other amounts); (iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries do not consent to such assignment, such assignment cannot occur); (iv) in the case of any such assignment resulting from a refusal request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and (v) such assignment does not conflict with applicable Requirements of Law. 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. (b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Credit Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to avoid any such costs, reductions or Indemnified Taxes in respect of which amounts are claimed, including the filing of any certificate or document reasonably requested by a Lender Credit Party or the designation of a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or the assignment of its rights and obligations hereunder to consent to a proposed changeanother of its offices, waiver, discharge branches or termination with respect to this Agreement which has been approved by the Required Lenders as provided in Section 11.12, the Borrower shall have the rightaffiliates, if no Default such filing, designation or Event of Default then exists orassignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the case of clause (y) abovefuture, would exist after giving effect to such replacement, to replace such Lender (or eliminate the "Replaced Lender") with one or more other Eligible Transferees (collectively, need for the "Replacement Lender"), each of whom shall be acceptable to the Administrative Agent; provided that (i) at the time of any replacement pursuant to this Section 1.10, the Replacement Lender shall enter into one or more Assignment and Assumption Agreements notice pursuant to Section 11.04(b2.15(f), as applicable, and (ii) in each case, in the good faith judgment of such Lender, (A) would not subject such Lender to any unreimbursed cost or expense, (B) would not be inconsistent with any legal or regulatory restriction or preexisting internal policy applicable to such Lender and with all fees payable pursuant (C) would not otherwise be disadvantageous to said Section 11.04(b) to be paid by the Replacement such Lender) pursuant to which the Replacement Lender shall acquire the outstanding Loans . The Borrower, on behalf of the Replaced applicable Credit Party, hereby agrees to pay all reasonable costs and expenses incurred by any Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum ofwith any such designation or assignment.