Replacement. The Defaulting Lender may be replaced and its interests assigned as provided in [Section 11.13];

Benchmark Replacement. If a Benchmark Transition Event with respect to any applicable then-current Benchmark, occurs, the applicable Benchmark Replacement will replace such Benchmark for all purposes under this Note or under any related loan document. Any Benchmark Replacement will become effective on the applicable Benchmark Replacement Date without any further action or consent of Borrower.

Benchmark Replacement. Upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Administrative Agent and the Borrowers may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrowers so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Majority Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this [Section 6.4(a)] will occur prior to the applicable Benchmark Transition Start Date.

Replacement. Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (i.e. 1/144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time.

Replacement. If the Representative becomes unable to perform the Representative’s responsibilities hereunder or resigns from such position, the Stockholders (acting by the vote of the Stockholders who immediately prior to the Closing held at least a majority of the outstanding Company Shares held by all Stockholders) shall select another representative to fill the vacancy of the Representative initially chosen by the Stockholders, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the documents delivered pursuant to this Agreement.

Replacement. Upon receipt of evidence reasonably satisfactory to Maker of the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction of this Note, upon delivery of an unsecured indemnity agreement in such reasonable amount as Maker may determine or, in the case of any such mutilation, upon the surrender of this Note to Maker for cancellation, Maker at its expense will execute and deliver, in lieu thereof, a new Note of the same class and of like tenor, dated so that there will be no loss of interest on such lost, stolen, destroyed or mutilated Note.

Replacement. Any BFA Recipient may request that Provider reassign any Provider Personnel from the team that provides Services to such BFA Recipient on any lawful grounds. Provider will consider the input of such BFA Recipient when determining, at its sole discretion, whether to reassign such Provider Personnel. The timing for transfer, reassignment or replacement of Provider Personnel will be closely coordinated with the requirements for timing and other elements of the Services so as to maintain continuity in the performance of the Services.

Replacement. Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (i.e. 1/144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time.

Replacement. Replacement of a Party’s Governance Team member will be subject to unanimous agreement of the Governance Team, which will not be unreasonably withheld; provided, however, that either Party may unilaterally replace either of its Governance Team members with an individual who is also assuming or has assumed the replaced member’s executive position within [[PTC:Organization]] or RA, as the case may be.

Replacement. GEMA shall respond in writing to SAVARA accepting or refusing a rejection notice from SAVARA within twenty (20) days from the date of receipt of such rejection notice in accordance with [Section 5.3] above. If GEMA does not agree with SAVARA’s determination that such API fails to conform to the API Specifications or Regulatory Requirements for API or otherwise fails to conform to the warranties given by GEMA in [Section 11.2] below, then the Parties shall use reasonable efforts to resolve such disagreement in good faith as promptly as possible. If the Parties are unable to resolve such disagreement within thirty (30) days of the date of the applicable rejection notice from SAVARA, either Party may submit a sample of such API to an independent Third Party laboratory selected by such Party and reasonably acceptable to the other Party (such agreement not to be unreasonably withheld or delayed) for a determination as to whether such API conforms to the API Specifications or Regulatory Requirements for API and the warranties given by GEMA in [Section 11.2] below. The independent laboratory’s determination shall be final and binding. Unless otherwise agreed by the Parties in writing, the non-prevailing Party shall bear the costs associated with the independent laboratory’s testing and determination. GEMA shall use its best efforts to replace the quantities of API rejected by SAVARA within the shortest possible time, but no later than forty-five (45) days from the date of SAVARA’s notice to GEMA specifying that such quantities have been rejected. If GEMA fails to replace such quantities of API within the aforesaid period, SAVARA shall have the right: # to cancel such replacement shipment by written notice; and # to reclaim immediately (either through refund or set off, at SAVARA’s discretion) any amounts paid pursuant to Article 6 for the quantities of API that were rejected but not replaced, if such payment for such quantities had already been made to GEMA.