Common use of Replacement of Certain Lenders Clause in Contracts

Replacement of Certain Lenders. In the event a Lender (a "DESIGNATED LENDER") shall have (i) requested additional compensation from the Borrower under Section 13.1 or under Section 13.2 or under Section 13.3, (ii) failed to make its Pro Rata Share of any Loan requested to be made hereby or (iii) failed to make any Loan at the Eurodollar Rate, the Borrower may, at its sole election, make written demand on such Designated Lender (with a copy to the Administrative Agent) for the Designated Lender to assign, and such Designated Lender shall assign pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower or the Administrative Agent shall have identified for such purpose, all of such Designated Lender's right and obligations under this Agreement, the Notes and the other Loan Documents (including, without limitation, its Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit and all other Obligations owing to it) in accordance with Section 14.1. All out-of-pocket expenses incurred by the Administrative Agent in connection with the foregoing shall be for the sole account of the Borrower and shall constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to pay the additional compensation required under either Section 13.1, Section 13.2 or Section 13.3.

Replacement of Certain Lenders. In the event a any Lender (a "DESIGNATED LENDER"a) shall have (i) requested additional compensation from the Borrower under Section 13.1 2.14 or Section 2.20, (b) shall have given notice under Section 13.2 2.17 of its inability to make or maintain as such any Eurocurrency Loan or Eurodollar Loan, or (c) shall have refused to make Revolving Loans or consent to the issuance of Letters of Credit in requested alternative currencies under Section 13.3, (ii) failed to make its Pro Rata Share of any Loan requested to be made hereby or (iii) failed to make any Loan at the Eurodollar Rate1.05, the Borrower may, at its sole electionexpense and effort, make written demand on require such Designated Lender (with a copy to the Administrative Agent) for the Designated Lender to transfer and assign, and such Designated Lender shall assign pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower or the Administrative Agent shall have identified for such purposewithout recourse (in accordance with Section 9.04) all its interests, all of such Designated Lender's right rights and obligations under this AgreementAgreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, however, that (i) such assignment shall not conflict with any law, rule or regulation or order of any Governmental Authority, (ii) the Notes Borrower shall have received a written consent of the Agent in the case of an assignee that is not a Lender, which consent shall not unreasonably be withheld, (iii) the Borrower or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the other Loan Documents (including, without limitation, its Revolving Credit Commitment, all date of such payment on the Loans owing to it, and all of its participation interests in Letters of Credit made by it hereunder and all other Obligations owing amounts owed to itit hereunder, and (iv) in accordance with Section 14.1. All out-of-pocket expenses incurred by the Administrative Agent in connection with the foregoing Borrower shall be for obligated to replace all other Lenders that shall have taken the sole account of same actions (as such actions are described in either clause (a), (b) or (c) above, as applicable) that prompted the Borrower and shall constitute Obligations hereunder. In no event shall Borrower's election under to replace the provisions of this Section 13.4 affect its obligation Lender it opted to pay the additional compensation required under either Section 13.1, Section 13.2 or Section 13.3replace.

Replacement of Certain Lenders. In the event a any Lender (a "DESIGNATED LENDER"a) shall have (i) requested additional compensation from the Borrower under Section 13.1 2.17(c), Section 2.19 or Section 2.20, (b) shall have given notice under Section 13.2 2.17 of its inability to make or maintain as such any Eurocurrency Loan or Eurodollar Loan, (c) is a Defaulting Lender hereunder, (d) shall have refused to make Revolving Loans or consent to the issuance of Letters of Credit in requested alternative currencies under Section 13.31.05, (ii) failed to make its Pro Rata Share of any Loan requested to be made hereby or (iiie) failed to make any Loan at the Eurodollar Rateis a Non-Consenting Lender, the Borrower may, at its sole electionexpense and effort, make written demand on require such Designated Lender to transfer and assign, without recourse (in accordance with a copy and subject to the Administrative Agent) for the Designated Lender to assignrestrictions contained in, and such Designated Lender shall assign pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower or the Administrative Agent shall have identified for such purposeconsents required by, Section 9.04) all of such Designated Lender's right its interests, rights and obligations under this Agreement, the Notes Agreement and the other related Loan Documents to an assignee that shall assume such assigned obligations (includingwhich assignee may be another Lender, without limitationif a Lender accepts such assignment); provided, its Revolving Credit Commitmenthowever, all Loans owing to itthat (i) such assignment shall not conflict with any Applicable Law, and all (ii) the Borrower shall have received a written consent of its participation interests in Letters of Credit and all other Obligations owing to it) in accordance with Section 14.1. All out-of-pocket expenses incurred by the Administrative Agent in connection with the foregoing case of an assignee that is not a Lender, which consent shall not unreasonably be for the sole account of withheld, and (iii) the Borrower or such assignee shall have paid to the assigning Lender in immediately available funds the principal of and shall constitute Obligations interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to pay the additional compensation required under either Section 13.1, Section 13.2 or Section 13.3.

Replacement of Certain Lenders. In the event a Lender (a "DESIGNATED LENDERDesignated Lender") shall have (i) requested additional compensation from the Borrower under Section 13.1 or under Section 13.2 or under Section 13.3, (ii) failed to make its Pro Rata Share of any the Term Loan requested to be made hereby or (iii) failed to make any Loan at the Eurodollar Rate, the Borrower may, at its sole election, make written demand on such Designated Lender (with a copy to the Administrative Agent) for the Designated Lender to assign, and such Designated Lender shall assign pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower or the Administrative Agent shall have identified for such purpose, all of such Designated Lender's right and obligations under this Agreement, the Notes and the other Loan Documents (including, without limitation, its Revolving Credit Term Loan Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit it and all other Obligations owing to it) in accordance with Section 14.1. All out-of-pocket expenses incurred by the Administrative Agent in connection with the foregoing shall be for the sole account of the Borrower and shall constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to pay the additional compensation required under either Section 13.1, Section 13.2 or Section 13.3.

Replacement of Certain Lenders. In the event a Lender (a ------------------------------ "DESIGNATED LENDERDesignated Lender") shall have (i) requested additional compensation from ----------------- the Borrower under Section 13.1 or under Section 13.2 or under Section ------------ ------------ 13.3, (ii) failed to make its Pro Rata Share of any Loan requested to be made hereby or (iii) failed to make any Loan at the Eurodollar Rate, the Borrower may, at its sole election, make written demand on such Designated Lender (with a copy to the Administrative Agent) for the Designated Lender to assign, and such Designated Lender shall assign pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower or the Administrative Agent shall have identified for such purpose, all of such Designated Lender's right and obligations under this Agreement, the Notes and the other Loan Documents (including, without limitation, its Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit and all other Obligations owing to itCredit) in accordance with Section 14.1. All out-of-pocket expenses incurred by the ------------ Administrative Agent in connection with the foregoing shall be for the sole account of the Borrower and shall constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section ------- 13.4 affect its obligation to pay the additional compensation required ---- under either Section 13.1, Section 13.2 or Section 13.3.. ------------ ------------ ------------

Replacement of Certain Lenders. In the event a Lender (a "DESIGNATED LENDER") shall have If (i) requested additional any Lender requests compensation from the Borrower under Section 13.1 3.6 or under Section 13.2 or under 3.7 and the circumstances described in such Section 13.3for which such Lender is claiming compensation do not apply to a majority in number of the other Lenders, (ii) failed the Borrowers are required to make its Pro Rata Share pay any additional amount to any Lender or any Governmental Authority for the account of any Loan requested Lender pursuant to be made hereby or Section 5.9, (iii) failed a Lender does not consent to make a proposed change, waiver, discharge or termination with respect to any Loan Document that requires unanimous consent of all Lenders and that has been approved by the Required Lenders, (iv) any Lender delivers a notice pursuant to Section 3.5 with respect to circumstances that do not affect any of the other Lenders hereunder, or (v) any Lender is a Defaulting Lender, then the Borrowers may (and in the case of clauses (iii) and (iv) above, Agent may), at the Eurodollar Ratesole expense and effort of the Borrowers, the Borrower mayupon notice to such Lender and Agent, at its sole electionrequire such Lender to assign and delegate, make written demand on such Designated Lender without recourse (in accordance with a copy and subject to the Administrative Agent) for the Designated Lender to assignrestrictions contained in, and such Designated Lender shall assign pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower or the Administrative Agent shall have identified for such purposeconsents required by, Section 13.3), all of such Designated Lender's right its interests, rights and obligations under this Agreement, the Notes Agreement and the other related Loan Documents to an assignee that shall assume such obligations (includingwhich assignee may be another Lender, without limitationif a Lender accepts such assignment), its Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit and all other Obligations owing to it) in accordance with Section 14.1. All out-of-pocket expenses incurred by the Administrative Agent in connection with the foregoing shall be for the sole account of the Borrower and shall constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to pay the additional compensation required under either Section 13.1, Section 13.2 or Section 13.3.provided that:

Replacement of Certain Lenders. In the event a Lender (a "DESIGNATED LENDER"“Designee Lender”) shall have (i) requested additional compensation from the Borrower under Section 13.1 or any Qualified Borrower under Section 13.2 or under Section 13.3, (ii) failed or if the Borrower is required to make its Pro Rata Share pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Loan requested Lender pursuant to be made hereby Section 13.1, or (iii) failed to make if any Loan at the Eurodollar RateLender becomes a Defaulting Lender, or if any Lender becomes a Non-Consenting Lender, the Borrower may, at its sole election, (a) make written demand on such Designated Designee Lender (with a copy to the Administrative Agent) for the Designated Designee Lender to assign, and such Designated Designee Lender shall assign pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower or the Administrative Agent shall have identified for such purpose, all of such Designated Designee Lender's right ’s rights and obligations under this Agreement, Agreement and the Notes and the other Loan Documents (including, without limitation, its Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit but excluding its existing rights to payment under Sections 13.2 or 13.3 and all other Obligations owing to any outstanding Money Market Loans held by it) in accordance with Section 14.1. All out-of-pocket expenses incurred by 14.1 (with the Borrower paying any applicable fees associated with such assignment) (provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent in connection with and the foregoing Issuing Bank, which consents shall not unreasonably be for the sole account of the Borrower and shall constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to pay the additional compensation required under either Section 13.1, Section 13.2 or Section 13.3.withheld,

Replacement of Certain Lenders. In the event a Lender (a "DESIGNATED LENDER") shall have (i) requested additional compensation from the Borrower under Section 13.1 or under Section 13.2 or under Section 13.3, (ii) failed to make its Pro Rata Share of any the Term Loan requested to be made hereby or (iii) failed to make any Loan at the Eurodollar Rate, the Borrower may, at its sole election, make written demand on such Designated Lender (with a copy to the Administrative Agent) for the Designated Lender to assign, and such Designated Lender shall assign pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower or the Administrative Agent shall have identified for such purpose, all of such Designated Lender's right and obligations under this Agreement, the Notes and the other Loan Documents (including, without limitation, its Revolving Credit Term Loan Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit it and all other Obligations owing to it) in accordance with Section 14.1. All out-of-pocket expenses incurred by the Administrative Agent in connection with the foregoing shall be for the sole account of the Borrower and shall constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to pay the additional compensation required under either Section 13.1, Section 13.2 or Section 13.3.

Replacement of Certain Lenders. In the event a Lender (a "DESIGNATED LENDERDesignated Lender") shall have (i) requested additional compensation from the Borrower and/or RMOP under Section 13.1 or under Section 13.2 or under Section 13.3, (ii) failed to make its Pro Rata Share of any Loan requested to be made hereby or (iii) failed to make any Loan at the Eurodollar Rate, the Borrower and RMOP may, at its their sole election, make written demand on such Designated Lender (with a copy to the Administrative Agent) for the Designated Lender to assign, and such Designated Lender shall assign pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower Borrower, RMOP or the Administrative Agent shall have identified for such purpose, all of such Designated Lender's right and obligations under this Agreement, the Notes and the other Loan Documents (including, without limitation, its Revolving Credit Commitment, Commitment and all Loans owing to it, and all of its participation interests in Letters of Credit and all other Obligations owing to it) in accordance with Section 14.1. All out-of-pocket expenses incurred by the Administrative Agent in connection with the foregoing shall be for the sole account of the Borrower and shall constitute Obligations hereunder. In no event shall Borrower's or RMOP's election under the provisions of this Section 13.4 affect its obligation to pay the additional compensation required under either Section 13.1, Section 13.2 or Section 13.3.

Replacement of Certain Lenders. In the event a any Lender (a "DESIGNATED LENDER"a) ------------------------------ shall have (i) requested additional compensation from the Borrower under Section 13.1 2.13 or Section 2.19 or (b) shall have given notice under Section 13.2 or under Section 13.3, (ii) failed 2.14 of its inability to make its Pro Rata Share of or maintain as such any Eurocurrency Loan requested to be made hereby or (iii) failed to make any Loan at the Eurodollar RateLoan, the Borrower may, at its sole electionexpense and effort, make written demand on require such Designated Lender (with a copy to the Administrative Agent) for the Designated Lender to transfer and assign, and such Designated Lender shall assign pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower or the Administrative Agent shall have identified for such purposewithout recourse (in accordance with Section 9.04) all its interests, all of such Designated Lender's right rights and obligations under this AgreementAgreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, however, that (i) such assignment shall not conflict with any law, rule or regulation or order of any Governmental Authority, (ii) the Notes and Borrower shall have received a written consent of the other Loan Documents (includingAgent in the case of an assignee that is not a Lender, without limitation, its Revolving Credit Commitment, all Loans owing to itwhich consent shall not unreasonably be withheld, and all (iii) the Borrower or such assignee shall have paid to the assigning Lender in immediately available funds the principal of its participation interests in Letters and interest accrued to the date of Credit such payment on the Loans made by it hereunder and all other Obligations owing amounts owed to it) in accordance with Section 14.1. All out-of-pocket expenses incurred by the Administrative Agent in connection with the foregoing shall be for the sole account of the Borrower and shall constitute Obligations it hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to pay the additional compensation required under either Section 13.1, Section 13.2 or Section 13.3.

Replacement of Certain Lenders. In the event a Lender (a ------------------------------ "DESIGNATED LENDERDesignated Lender") shall have (i) requested additional compensation from the Borrower under Section 13.1 or under Section 13.2 or under Section 13.3, (ii) failed to make its Pro Rata Share of any Loan requested to be made hereby or (iii) failed to make any Loan at the Eurodollar Rate, the Borrower may, at its sole election, make written demand on such Designated Lender (with a copy to the Administrative Agent) for the Designated Lender to assign, and such Designated Lender shall assign pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower or the Administrative Agent shall have identified for such purpose, all of such Designated Lender's right and obligations under this Agreement, the Notes and the other Loan Documents (including, without limitation, its Revolving Credit Commitment, Commitment and all Loans owing to it, and all of its participation interests in Letters of Credit and all other Obligations owing to it) in accordance with Section 14.1. All out-of-pocket expenses incurred by the Administrative Agent in connection with the foregoing shall be for the sole account of the Borrower and shall constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to pay the additional compensation required under either Section 13.1, Section 13.2 or Section 13.3.

Replacement of Certain Lenders. In the event a Lender (a "DESIGNATED LENDERDesignated Lender") shall have (i) requested additional compensation from the Borrower or any Qualified Borrower under Section 13.1 or under 13.1, Section 13.2 or under Section 13.3, (iior shall have sent a notice to Borrower or any Qualified Borrower and/or Agent under Section 5.2(e)(i) failed to make its Pro Rata Share of any Loan requested to be made hereby or (iii) failed to make any Loan at the Eurodollar Ratehereof, the Borrower or such Qualified Borrower may, at its sole election, make written demand on such Designated Lender (with a copy to the Administrative Agent) for the Designated Lender to assign, and such Designated Lender shall assign pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower or the Administrative Agent shall have identified for such purpose, all of such Designated Lender's right and obligations under this Agreement, Agreement and the Notes and the other Loan Documents (including, without limitation, its Revolving Credit Commitment, Commitment and all Loans owing to it, and all of its participation interests in Letters of Credit and all other Obligations owing to it) in accordance with Section 14.1. All out-of-pocket expenses incurred by the Administrative Agent in connection with the foregoing shall be for the sole account of the Borrower and shall constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to pay the additional compensation required under either any of Section 13.1, Section 13.2 or Section 13.3.

Replacement of Certain Lenders. In the event a ------------------------------- Lender (a "DESIGNATED LENDERDesignated Lender") shall have (i) requested additional ----------------- compensation from the Borrower under Section 13.1 or under Section 13.2 or ------------ ------------ under Section 13.3, (ii) failed to make its Pro Rata Share of any Loan ------------ requested to be made hereby or (iii) failed to make any Loan at the Eurodollar Rate, the Borrower may, at its sole election, make written demand on such Designated Lender (with a copy to the Administrative Agent) for the Designated Lender to assign, and such Designated Lender shall assign pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower or the Administrative Agent shall have identified for such purpose, all of such Designated Lender's right and obligations under this Agreement, the Notes and the other Loan Documents (including, without limitation, its Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit and all other Obligations owing to itCredit) in accordance with Section 14.1. All out-of-pocket ------------ expenses incurred by the Administrative Agent in connection with the foregoing shall be for the sole account of the Borrower and shall constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to pay the ------------ additional compensation required under either Section 13.1, Section 13.2 ------------ ------------ or Section 13.3.. ------------

Replacement of Certain Lenders. In the event a Lender (a "DESIGNATED LENDER") shall have If (i) requested additional any Lender requests compensation from the Borrower under Section 13.1 3.6 or under Section 13.2 or under 3.7 and the circumstances described in such Section 13.3for which such Lender is claiming compensation do not apply to a majority in number of the other Lenders, (ii) failed the Borrowers are required to make its Pro Rata Share pay any additional amount to any Lender or any Governmental Authority for the account of any Loan requested Lender 136 pursuant to be made hereby or Section 5.9, (iii) failed a Lender does not consent to make a proposed change, waiver, discharge or termination with respect to any Loan Document that requires unanimous consent of all Lenders and that has been approved by the Required Lenders, (iv) any Lender delivers a notice pursuant to Section 3.5 with respect to circumstances that do not affect any of the other Lenders hereunder, or (v) any Lender is a Defaulting Lender, then the Borrowers may (and in the case of clauses (iii) and (iv) above, Agent may), at the Eurodollar Ratesole expense and effort of the Borrowers, the Borrower mayupon notice to such Lender and Agent, at its sole electionrequire such Lender to assign and delegate, make written demand on such Designated Lender without recourse (in accordance with a copy and subject to the Administrative Agent) for the Designated Lender to assignrestrictions contained in, and such Designated Lender shall assign pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower or the Administrative Agent shall have identified for such purposeconsents required by, Section 13.3), all of such Designated Lender's right its interests, rights and obligations under this Agreement, the Notes Agreement and the other related Loan Documents to an assignee that shall assume such obligations (includingwhich assignee may be another Lender, without limitationif a Lender accepts such assignment), its Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit and all other Obligations owing to it) in accordance with Section 14.1. All out-of-pocket expenses incurred by the Administrative Agent in connection with the foregoing shall be for the sole account of the Borrower and shall constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to pay the additional compensation required under either Section 13.1, Section 13.2 or Section 13.3.provided that:

Replacement of Certain Lenders. In the event a Lender (a "DESIGNATED LENDERDesignated Lender") shall have (i) requested additional compensation from the Borrower and/or RMOP under Section 13.1 or under Section 13.2 or under Section 13.3, (ii) failed to make its Pro Rata Share of any Loan requested to be made hereby or (iii) failed to make any Loan at the Eurodollar Rate, the Borrower and RMOP may, at its their sole election, make written demand on such Designated Lender (with a copy to the Administrative Agent) for the Designated Lender to assign, and such Designated Lender shall assign pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower Borrower, RMOP or the Administrative Agent shall have identified for such purpose, all of such Designated Lender's right and obligations under this Agreement, the Notes and the other Loan Documents (including, without limitation, its Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in Letters of Credit and all other Obligations owing to itCredit) in accordance with Section 14.1. All out-of-pocket expenses incurred by the Administrative Agent in connection with the foregoing shall be for the sole account of the Borrower and shall constitute Obligations hereunder. In no event shall Borrower's or RMOP's election under the provisions of this Section 13.4 affect its obligation to pay the additional compensation required under either Section 13.1, Section 13.2 or Section 13.3.

Replacement of Certain Lenders. In the event a Lender (a "DESIGNATED LENDERDesignated Lender") shall have (i) requested additional compensation from the Borrower under Section 13.1 or under Section 13.2 or under Section 13.3, (ii) failed to make its Pro Rata Share of any Loan requested to be made hereby or (iii) failed to make any Loan at the Eurodollar Rate, the Borrower may, at its sole election, make written demand on such Designated Lender (with a copy to the Administrative Agent) for the Designated Lender to assign, and such Designated Lender shall assign pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower or the Administrative Agent shall have identified for such purpose, all of such Designated Lender's right and obligations under this Agreement, the Notes and the other Loan Documents (including, without limitation, its Revolving Credit Commitment, Commitment and all Loans owing to it, and all of its participation interests in Letters of Credit and all other Obligations owing to it) in accordance with Section 14.1. All out-of-pocket expenses incurred by the Administrative Agent in connection with the foregoing shall be for the sole account of the Borrower and shall constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to pay the additional compensation required under either Section 13.1, Section 13.2 or Section 13.3.