Common use of Replacement of Lender Under Certain Circumstances Clause in Contracts

Replacement of Lender Under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04 or (ii) any Lender becomes a Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07 (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents and, in all cases, repay all Obligations owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided that in the case of any such termination of a Non-Consenting Lender such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents and such termination shall be in respect of any applicable facility only in the case of clause (i).

Replacement of Lender Under Certain Circumstances. The Borrower shall be permitted to replace the Lender with a replacement financial institution if such Lender (a) If at requests reimbursement for amounts owing pursuant to Section 2.12 or 2.13 or gives a notice of illegality pursuant to Section 2.15, (b) defaults in its obligation to make the Loan hereunder or (c) refuses to consent to any time amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of the Lender and such amendment, waiver or other modification is consented to by the Required Lenders; provided that (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result such replacement does not conflict with any Requirement of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04 or Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, the Lender becomes shall have taken no action under Section 2.16 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.12 or 2.13 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.15, (iv) the replacement financial institution shall purchase, at par, the Loan and all other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.14 (as though Section 2.14 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice shall be reasonably satisfactory to the Administrative Agent and such LenderAgent, replace such Lender by causing such Lender to (and such vii) the replaced Lender shall be obligated toto make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (viii) assign the Borrower shall pay all additional amounts (if any) required pursuant to Section 10.07 (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one 2.12 or more Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; and provided further that (A) in 2.13, as the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01may be, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents and, in all cases, repay all Obligations owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided that in the case of any such termination of a Non-Consenting Lender such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment of the Loan Documents and such termination shall be in respect of any applicable facility only in period prior to the case date on which such replacement shall be consummated, and (ix) any such replacement shall not be deemed to be a waiver of clause (i)any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.