Common use of Replacements of Lenders Under Certain Circumstances Clause in Contracts

Replacements of Lenders Under Certain Circumstances. The Borrower, at its sole cost and expense, shall be permitted to replace any Lender (or any Participant), other than an Affiliate of the Administrative Agent, that (i) requests reimbursement for amounts owing pursuant to Section 2.10, Section 2.11, Section 2.12 or Section 5.04, or (ii) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken, provided, that (A) such replacement does not conflict with any Applicable Law, (B) no Default or Event of Default shall have occurred and be continuing at the time of such replacement, (C) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts) pursuant to Section 2.10, Section 2.11, Section 2.12 or Section 5.04, as the case may be, owing to such replaced Lender prior to the date of replacement, (D) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (E) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.06 (except that such 119

Replacements of Lenders Under Certain Circumstances. The Borrower, at its sole cost and expense, Borrower shall be permitted to replace any Lender (or any Participant), other than an Affiliate of the Administrative Agent, that (ia) requests reimbursement for amounts owing pursuant to Section 2.10, Section 2.112.12, Section 2.12 3.5 or Section 5.045.4, or (iib) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be takentaken or (c) becomes a Defaulting Lender, providedwith a replacement bank or other financial institution, provided that (Ai) such replacement does not conflict with any Applicable Requirement of Law, (Bii) no Default or Event of Default shall have occurred and be continuing at the time of such replacement, (Ciii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts) ), pursuant to Section 2.10, Section 2.11, Section 2.12 2.12, 3.5 or Section 5.045.4, as the case may be, owing to such replaced Lender prior to the date of replacement, (Div) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (Ev) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.06 (except that such 119provisions

Replacements of Lenders Under Certain Circumstances. (a) The Borrower, at its sole cost and expense, Borrower shall be permitted to replace any Lender (or any Participant), other than an Affiliate of the Administrative Agent, that (ia) requests reimbursement for amounts owing pursuant to Section 2.10, Section 2.11, Section 2.12 or Section 5.045.4, or (iib) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof of any of the actions described in such Section is required to be takentaken or (c) becomes a Defaulting Lender, providedwith a replacement bank or other financial institution, provided that (Ai) such replacement does not conflict with any Applicable Requirement of Law, (Bii) no Default or Event of Default shall have occurred and be continuing at the time of such replacement, (Ciii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any an disputed amounts) ), pursuant to Section 2.10, Section 2.11, Section 2.12 or Section 5.045.4, as the case may be, ) owing to such replaced Lender prior to the date of replacement, (Div) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (Ev) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.06 (except that such 119provi-