Replacement of Lenders. If # only one Lender requests compensation under [Section 2.13] with respect to a particular event giving rise to such compensation, # if a Borrower is required to pay any additional amount to only one Lender or any Governmental Authority for the account of one Lender pursuant to [Section 2.11] with respect to a particular event giving rise to such payment, # if any Lender is a Defaulting Lender, # if any Lender is acquired by or merges with any other Person and such Lender is not the surviving Person, or # if any Lender fails to approve an amendment, consent or waiver hereunder which is approved by the Majority Lenders, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and Agent, # notwithstanding clauses (i), (iii) and (iv) below, prepay all outstanding amounts owed to such Lender (it being understood that, notwithstanding anything herein to the contrary, such payment may be made without the Borrowers being required to make pro rata payments in respect thereof to any other Lender hereunder), as more specifically described in clause (ii) below (excluding any prepayment penalty set forth in Section 3.1, it being acknowledged and agreed that such Lender shall not be entitled to payment of prepayment penalty) and permanently reduce the aggregate Commitments by the Commitment held by such Lender or # require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 11.2]), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
Replacement of Lenders. If # only oneany Lender requests compensation under [Section 2.13] with respect to a particular event giving rise to such compensation, #3.04], or if athe Borrower is required to pay any additional amount to only oneany Lender or any Governmental Authority for the account of oneany Lender pursuant to [Section 2.11]3.01 or 3.04], # a Lender gives any notice under [Section 3.02], # any Lender fails to consent to a proposed consent, amendment or waiver that requires consent of all the Lenders or all the affected Lenders and with respect to which Required Lenders shall have granted their consent, so long as a particular event giving rise toresult of the replacement of such payment,Lender, the consent of all Lenders or all affected Lenders would be obtained, # if any Lender is a Defaulting Lender, or # if any Lender is acquired bydoes not agree to extend any of its Loans or merges withCommitments pursuant to [Section 2.18] or # any other Person and suchcircumstance exists hereunder that gives the Borrower the right to replace a Lender is not the surviving Person, or # if any Lender fails to approve an amendment, consent or waiver hereunder which is approved by the Majority Lenders,as a party hereto, then the BorrowersBorrower may, at theirits sole expense and effort, upon notice to such Lender and Agent, # notwithstanding clauses (i), (iii) and (iv) below, prepay all outstanding amounts owed to such Lender (it being understood that, notwithstanding anything herein to the contrary, such payment may be made without the Borrowers being required to make pro rata payments in respect thereof to any other Lender hereunder), as more specifically described in clause (ii) below (excluding any prepayment penalty set forth in Section 3.1, it being acknowledged and agreed that such Lender shall not be entitled to payment of prepayment penalty) and permanently reduce the aggregate Commitments by the Commitment held by such Lender or #Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 11.2]10.06]), all of its interests, rights (other than its existing rights to payments pursuant to [Sections 3.01 and 3.04]) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
Replacement of Lenders. If # only oneany Lender requests compensation under [SectionSection 2.13] with respect to a particular event giving rise to such compensation, #12, or if athe Borrower is required to indemnify or pay any additional amount to only oneany Lender or any Governmental Authority for the account of oneany Lender pursuant to [SectionSection 2.11] with respect to a particular event giving rise to such payment, #14, or if any Lender isbecomes a Defaulting Lender, #or if any Lender is acquired byshall withhold its consent (any such Lender, a Non-Consenting Lender) to any amendment, waiver or merges withother modification to this Agreement or any other PersonLoan Document that requires the consent of all the Lenders or each affected Lender and such Lender is not the surviving Person, or # if any Lender failsthat has been consented to approve an amendment, consent or waiver hereunder which is approved by the MajorityRequired Lenders, then the BorrowersBorrower may, at theirits sole expense and effort, upon notice to such Lender and Agent, # notwithstanding clauses (i), (iii) and (iv) below, prepay all outstanding amounts owed to such Lender (it being understood that, notwithstanding anything herein to the contrary, such payment may be made without the Borrowers being required to make pro rata payments in respect thereof to any other Lender hereunder), as more specifically described in clause (ii) below (excluding any prepayment penalty set forth in Section 3.1, it being acknowledged and agreed that such Lender shall not be entitled to payment of prepayment penalty) and permanently reduce the aggregate Commitments by the Commitment held by such Lender or #Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 11.2])Section 9.04), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment),; provided that:
Replacement of Lenders.Lenders If # only oneany Lender requests compensation under [Section 2.13] with respect to a particular event giving rise to such compensation,3.04], # if aany Borrower is required to pay any additional amount to only oneany Lender or any Governmental Authority for the account of oneany Lender pursuant to [Section 2.11] with respect to3.01], # any Lender is a particular event giving rise to such payment,Non-Consenting Lender (as defined below), or # if any Lender is a Defaulting Lender, # if any Lender is acquired by or merges with any other Person and such Lender is not the surviving Person, or # if any Lender fails to approve an amendment, consent or waiver hereunder which is approved by the Majority Lenders, then the Borrowers may, at theirits sole expense and effort, upon notice to such Lender and Agent, # notwithstanding clauses (i), (iii) and (iv) below, prepay all outstanding amounts owed to such Lender (it being understood that, notwithstanding anything herein to the contrary, such payment may be made without the Borrowers being required to make pro rata payments in respect thereof to any other Lender hereunder), as more specifically described in clause (ii) below (excluding any prepayment penalty set forth in Section 3.1, it being acknowledged and agreed that such Lender shall not be entitled to payment of prepayment penalty) and permanently reduce the aggregate Commitments by the Commitment held by such Lender or #Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 11.2]06]), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
Replacement of Lenders. If # only oneany Lender requests compensation under [Section 2.13] with respect to a particular event giving rise to such compensation,Section 3.04, # if aany Borrower is required to pay any additional amount to only oneany Lender or any Governmental Authority for the account of oneany Lender pursuant to [Section 2.11] with respect to a particular event giving rise to such payment,Section 3.01, # if any Lender is a Defaulting Lender, # if any Lender is acquired(a “Non-Consenting Lender”) refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 10.01 requires consent of all Lenders or all affected Lenders and that has been approved by the Required Lenders or merges with any other Person and such# because a Lender is not legally permitted to lend in the surviving Person, or # if any Lender failsrelevant jurisdiction, the Company is not permitted, under [Section 2.14(f)], to approve an amendment, consent or waiver hereunder which isdesignate a Designated Borrower approved by the Majority Lenders,Required Revolving Credit Lenders and the Administrative Agent, then the BorrowersCompany may, at theirits sole expense and effort, upon notice to such Lender and Agent, # notwithstanding clauses (i), (iii) and (iv) below, prepay all outstanding amounts owed to such Lender (it being understood that, notwithstanding anything herein to the contrary, such payment may be made without the Borrowers being required to make pro rata payments in respect thereof to any other Lender hereunder), as more specifically described in clause (ii) below (excluding any prepayment penalty set forth in Section 3.1, it being acknowledged and agreed that such Lender shall not be entitled to payment of prepayment penalty) and permanently reduce the aggregate Commitments by the Commitment held by such Lender or #Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 11.2])Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment),; provided that:
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