Common use of Replacement of Lender by Borrowers Clause in Contracts

Replacement of Lender by Borrowers. (a) The Borrowers may, at any time (other than where an Event of Default or a Potential Event of Default has occurred and is continuing) in respect of: (i) a Lender whose costs of funds charged to the Borrowers are (in the Borrowers' reasonable opinion) materially higher than those of the other Lenders generally; (ii) a Lender which is a Defaulting Lender; or (iii) a Lender which is a Non-Consenting Lender, by giving 10 Business Days' notice to the Facility Agent and that Lender (the "Outgoing Lender") replace the Outgoing Lender by requiring it to (and the Outgoing Lender must) transfer in accordance with Clause 30.5 (Procedure for transfer) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank (a "Replacement Lender") selected by the Borrowers and which is acceptable to the Facility Agent (acting reasonably) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Outgoing Lender's Contribution and all accrued interest, break costs and other amounts payable in relation to that Contribution under this Agreement and the other Finance Documents. (b) Any transfer of rights and obligations of an Outgoing Lender under this Clause is subject to the following conditions: (i) neither the Facility Agent nor the Outgoing Lender will have any obligation to the Borrowers to find a Replacement Lender; (ii) the transfer must take place no later than 10 Business Days after the Borrowers' notice referred to above; and (iii) in no event will the Outgoing Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Outgoing Lender under this Agreement and the other Finance Documents.

Replacement of Lender by Borrowers. (a) The Borrowers may, at any time (other than where an Event of Default or a Potential Event of Default has occurred and is continuing) in respect of: (i) a Lender whose costs of funds charged to the Borrowers are (in the Borrowers' reasonable opinion) materially higher than those of the other Lenders generally;; or (ii) a Lender which is a Defaulting Lender; or (iii) a Lender which is a Non-Consenting Lender, , (iv) by giving 10 Business Days' notice to the Facility Agent and that Lender (the "Outgoing Lender") replace the Outgoing Lender by requiring it to (and the Outgoing Lender must) transfer in accordance with Clause 30.5 32.5 (Procedure for transfer) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank (a "Replacement Lender") selected by the Borrowers and which is acceptable to the Facility Agent (acting reasonably) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Outgoing Lender's Contribution and all accrued interest, break costs and other amounts payable in relation to that Contribution under this Agreement and the other Finance Documents. (b) Any transfer of rights and obligations of an Outgoing Lender under this Clause is subject to the following conditions: (i) neither the Facility Agent nor the Outgoing Lender will have any obligation to the Borrowers to find a Replacement Lender; (ii) the transfer must take place no later than 10 Business Days after the Borrowers' notice referred to above; and (iii) in no event will the Outgoing Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Outgoing Lender under this Agreement and the other Finance Documents.

Replacement of Lender by Borrowers. (a) The Borrowers may, at any time (other than where an unless a Potential Event of Default or a Potential Event of Default has occurred and is continuing) continuing in respect of: (ia) a Lender whose costs of funds charged to the Borrowers are (in the Borrowers' ’ reasonable opinion) materially higher than those of the other Lenders generally; (iib) a Lender which is a Defaulting Lender; or (iiic) a Lender which is a Non-Consenting Lender, by giving 10 Business Days' ’ notice to the Facility Agent and that Lender (the "“Outgoing Lender"”) replace the Outgoing Lender by requiring it to (and the Outgoing Lender must) transfer in accordance with Clause 30.5 26 (Procedure for transferTransfers and Changes in Lending Offices) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank (a "“Replacement Lender"”) selected by the Borrowers and (unless the Agent is an Impaired Agent) which is acceptable to the Facility Agent (acting reasonably) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Outgoing Lender's ’s Contribution and all accrued interest, break costs and other amounts payable in relation to that Contribution under this Agreement and the other Finance Documents. (b) . Any transfer of rights and obligations of an Outgoing Lender under this Clause is subject to the following conditions: (i) neither the Facility Agent nor the Outgoing Lender will have any obligation to the Borrowers to find a Replacement Lender; (ii) the transfer must take place no later than 10 Business Days after the Borrowers' ’ notice referred to above; and; (iii) in no event will the Outgoing Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Outgoing Lender under this Agreement and the other Finance Documents; and (iv) the Outgoing Lender shall only be obliged to transfer its rights and obligations under this Clause once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer and the Outgoing Lender shall perform the checks described in this paragraph (iv) above as soon as reasonably practicable following delivery of a notice referred to in this Clause and shall notify the Agent and the Borrowers when it is satisfied that it has complied with those checks.

Replacement of Lender by Borrowers. (a) The Borrowers may, at any time (other than where an Event of Default or a Potential Event of Default has occurred and is continuing) in respect of: (i) a Lender whose costs of funds charged to the Borrowers are (in the Borrowers' ’ reasonable opinion) materially higher than those of the other Lenders generally;; or (ii) a Lender which is a Defaulting Lender; or (iii) a Lender which is a Non-Consenting Lender, , (iv) by giving 10 Business Days' ’ notice to the Facility Agent and that Lender (the "“Outgoing Lender"”) replace the Outgoing Lender by requiring it to (and the Outgoing Lender must) transfer in accordance with Clause 30.5 32.5 (Procedure for transfer) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank (a "“Replacement Lender"”) selected by the Borrowers and which is acceptable to the Facility Agent (acting reasonably) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of the Outgoing Lender's ’s Contribution and all accrued interest, break costs and other amounts payable in relation to that Contribution under this Agreement and the other Finance Documents. (b) Any transfer of rights and obligations of an Outgoing Lender under this Clause is subject to the following conditions: (i) neither the Facility Agent nor the Outgoing Lender will have any obligation to the Borrowers to find a Replacement Lender; (ii) the transfer must take place no later than 10 Business Days after the Borrowers' ’ notice referred to above; and (iii) in no event will the Outgoing Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Outgoing Lender under this Agreement and the other Finance Documents.