Common use of Lenders Clause in Contracts

Lenders. If any Lender shall make any demand for payment or reimbursement pursuant to Section 2.03(g), Section 2.03(h) or Section 2.06, then, provided that (a) there does not then exist any Unmatured Event of Default or Event of Default and (b) the circumstances resulting in such demand for payment or reimbursement are not applicable to all Lenders, Borrower may terminate the Commitment of such Lender, in whole but not in part, by (i) giving such Lender and Agent not less than three (3) Business Days prior written notice thereof, which notice shall be irrevocable and effective only upon receipt thereof by such Lender and Agent and shall specify the effective date of such termination, (ii) paying to such Lender (and there shall become due and payable) on such date the outstanding principal amount of all Loans made by such Lender, all interest thereon, and all other Obligations owed to such Lender, including, without limitation, amounts owing under Sections 2.03(g), 2.03(h)(iii), 2.04 and 2.06, if any, and (iii) pursuant to the provisions of Section 11.13, proposing the introduction of a replacement Lender reasonably satisfactory to Agent, or obtaining the agreement of one or more existing Lenders, to assume the entire amount of the Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Upon the satisfaction of all of the foregoing conditions, such Lender which is being terminated pursuant to this Section 2.08 shall cease to be a "Lender" for purposes of this Agreement provided that Borrower shall continue to be obligated to such Lender under Sections 12.01 and 12.02 (and any other indemnifications contained herein or in any other Loan Document) with respect to or on account of unpaid, unliquidated, unknown or similar claims or liabilities accruing prior to such Lender ceasing to be a "Lender" for purposes of this Agreement.

Lenders. If The Lenders agree that, in the event that any Lender shall make obtain payment in respect of any demand for payment Revolving Loan, LOC Obligation or reimbursement pursuant to Section 2.03(g), Section 2.03(h) or Section 2.06, then, provided that (a) there does not then exist any Unmatured Event of Default or Event of Default and (b) the circumstances resulting in such demand for payment or reimbursement are not applicable to all Lenders, Borrower may terminate the Commitment of such Lender, in whole but not in part, by (i) giving such Lender and Agent not less than three (3) Business Days prior written notice thereof, which notice shall be irrevocable and effective only upon receipt thereof by such Lender and Agent and shall specify the effective date of such termination, (ii) paying to such Lender (and there shall become due and payable) on such date the outstanding principal amount of all Loans made by such Lender, all interest thereon, and all other Obligations owed to such Lender, including, without limitation, amounts obligation owing under Sections 2.03(g), 2.03(h)(iii), 2.04 and 2.06, if any, and (iii) pursuant to the provisions of Section 11.13, proposing the introduction of a replacement Lender reasonably satisfactory to Agent, or obtaining the agreement of one or more existing Lenders, to assume the entire amount of the Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Upon the satisfaction of all of the foregoing conditions, such Lender which is being terminated pursuant to this Section 2.08 shall cease to be a "Lender" for purposes of this Agreement provided that Borrower shall continue to be obligated to such Lender under Sections 12.01 and 12.02 (and this Credit Agreement through the exercise of a right of setoff, banker's lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other indemnifications contained herein means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Revolving Loan, LOC Obligation and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all the Lenders share such payment in accordance with the respective Revolving Commitment Percentages of the Lenders, as provided for in this Credit Agreement. The Lenders further agree that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker's lien, counterclaim or in other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any other Loan Documentaccrued interest payable with respect thereto) to each such Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker's lien or counterclaim, with respect to or on account of unpaid, unliquidated, unknown or similar claims or liabilities accruing prior to such participation as fully as if such Lender ceasing were a holder of such Revolving Loan, LOC Obligation or other obligation in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to be which this Section 3.14 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a "Lender" for purposes manner consistent with the rights of the Lenders under this AgreementSection 3.14 to share in the benefits of any recovery on such secured claim.

Lenders. If Except as is otherwise expressly provided in this Section 10.01, no amendment or waiver of any Lender provision of this Agreement, nor consent to any departure by any Loan Party therefrom, shall make in any demand for payment or reimbursement pursuant to Section 2.03(g)event be effective unless the same shall be in writing and signed by the Majority Lenders and acknowledged by the Agent, Section 2.03(h) or Section 2.06provided, thenhowever, provided that (ai) there does not then exist no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any Unmatured Event of Default the following: (A) waive any of the conditions specified in Section 5.01, (B) change the percentage of the Commitments or Event of Default the aggregate unpaid principal amount of the Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder, or the definition of “Majority Lenders” hereunder, (C) amend this Section 10.01, (D) release (or subordinate the Lien securing the Obligations on) all or substantially all of the Collateral, (E) release all or substantially all of the value of the Guarantees provided by the Loan Parties and (bF) subordinate any Obligations in right of payment to any other Indebtedness; (ii) no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby, do any of the circumstances resulting in such demand for payment or reimbursement are not applicable to all Lenders, Borrower may terminate following: (A) increase the Commitment of such Lender, (B) reduce the principal of, or rate of interest (other than default interest) on, the Advances made pursuant to Section 2.01 or any reimbursement obligation in whole but respect of any Letter of Credit or any fees or other amounts payable hereunder to such Lender (other than any change in the Sustainability Schedule (except (1) with respect to the amount by which the Applicable Margin or the Unused Commitment Fee Rate may be reduced thereunder and (2) any change to the Sustainability Table (as defined in the Sustainability Schedule), other than any change to the Sustainability Table in accordance with Section 2(e) of the Sustainability Schedule as in effect on the Restatement Date)), (C) postpone any date fixed for any payment of principal of, or interest on, the Advances made pursuant to Section 2.01 or any reimbursement obligation in respect of any Letter of Credit or any fees or other amounts payable hereunder to such Lender, (D) change Section 4.03 or Section 8.02 and (E) modify the definition of “Permitted Overadvance” so as to increase the amount thereof, or, except as provided in such definition, the time period for which a Permitted Overadvance may remain outstanding and (iii) no amendment, waiver or consent shall, unless in writing and signed by each Lender affected thereby, do any of the following: (A) increase the advance rate percentages applied to eligible assets included in the Borrowing Base and (B) modify the definition of “Borrowing Base” or any component thereof in a manner that would result in an increase in the amount of the Borrowing Base; provided that this clause (B) shall not limit the Agent’s right to add, increase, eliminate or reduce the amount of Reserves or exercise its Permitted Discretion with respect to such matters as otherwise provided herein); provided, further, that any Loan Document may be amended and waived with the consent of the Agent at the request of the Parent Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in part, by order (i) giving such Lender and Agent not less than three (3) Business Days prior written notice thereof, which notice shall be irrevocable and effective only upon receipt thereof by such Lender and Agent and shall specify the effective date to comply with local Law or advice of such terminationlocal counsel, (ii) paying to such Lender (and there shall become due and payable) on such date the outstanding principal amount of all Loans made by such Lender, all interest thereon, and all other Obligations owed to such Lender, including, without limitation, amounts owing under Sections 2.03(g), 2.03(h)(iii), 2.04 and 2.06, if any, and cure ambiguities or defects or (iii) pursuant to the provisions of Section 11.13, proposing the introduction of a replacement Lender reasonably satisfactory to Agent, or obtaining the agreement of one or more existing Lenders, to assume the entire amount of the Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Upon the satisfaction of all of the foregoing conditions, such Lender which is being terminated pursuant to this Section 2.08 shall cease cause any Loan Document to be a "Lender" for purposes of consistent with this Agreement provided that Borrower shall continue to be obligated to such Lender under Sections 12.01 and 12.02 (and any other indemnifications contained herein or in any the other Loan Document) with respect to or on account of unpaidDocuments. In addition, unliquidated, unknown or similar claims or liabilities accruing prior to such Lender ceasing to this Agreement may be a "Lender" for purposes of this Agreementamended as set forth in the Sustainability Schedule.

Lenders. If The Lenders agree among themselves that, in the event that any Lender shall make obtain payment in respect of any demand for payment Loan, LOC Obligation or reimbursement pursuant to Section 2.03(g), Section 2.03(h) or Section 2.06, then, provided that (a) there does not then exist any Unmatured Event of Default or Event of Default and (b) the circumstances resulting in such demand for payment or reimbursement are not applicable to all Lenders, Borrower may terminate the Commitment of such Lender, in whole but not in part, by (i) giving such Lender and Agent not less than three (3) Business Days prior written notice thereof, which notice shall be irrevocable and effective only upon receipt thereof by such Lender and Agent and shall specify the effective date of such termination, (ii) paying to such Lender (and there shall become due and payable) on such date the outstanding principal amount of all Loans made by such Lender, all interest thereon, and all other Obligations owed to such Lender, including, without limitation, amounts obligation owing under Sections 2.03(g), 2.03(h)(iii), 2.04 and 2.06, if any, and (iii) pursuant to the provisions of Section 11.13, proposing the introduction of a replacement Lender reasonably satisfactory to Agent, or obtaining the agreement of one or more existing Lenders, to assume the entire amount of the Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Upon the satisfaction of all of the foregoing conditions, such Lender which is being terminated pursuant to this Section 2.08 shall cease to be a "Lender" for purposes of this Agreement provided that Borrower shall continue to be obligated to such Lender under Sections 12.01 and 12.02 (and this Agreement through the exercise of a right of setoff, banker's lien or counterclaim, or pursuant to a secured claim under Section 364 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other indemnifications contained herein means, in excess of its pro rata share of such payment as provided for in this Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loan, LOC Obligation and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Agreement. The Lenders further agree among themselves that if payment to any such Lender obtained by such Lender through the exercise of a right of setoff, banker's lien, counterclaim or in other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any other Loan Documentaccrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker's lien or counterclaim, with respect to or on account of unpaid, unliquidated, unknown or similar claims or liabilities accruing prior to such participation as fully as if such Lender ceasing were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to be which this Section 3.14 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a "Lender" for purposes manner consistent with the rights of the Lenders under this AgreementSection 3.14 to share in the benefits of any recovery on such secured claim.

Lenders. If any Lender shall make any demand for payment or reimbursement pursuant to Section 2.03(g), Section 2.03(h) or Section 2.06, then, provided that (a) there does not then exist any Unmatured Event of Default or Event of Default and The Lenders on the Closing Date shall be the Lenders set forth on SCHEDULE 1 on the Closing Date. (b) At the circumstances resulting in such demand for payment request of Borrower not more than one time prior to the Termination Date, Agent may increase the Total Commitment by (x) admitting additional Lenders hereunder (each a "SUBSEQUENT LENDER"), or reimbursement are not applicable to all Lenders, Borrower may terminate (y) increasing the Commitment of such Lenderany Lender (each an "INCREASING LENDER"), in whole but not in part, by subject to the following conditions: (i) giving Each Subsequent Lender is a commercial bank and/or a financial institution approved by Agent (such Lender and Agent approval not less than three (3) Business Days prior written notice thereof, which notice shall to be irrevocable and effective only upon receipt thereof by such Lender and Agent and shall specify the effective date of such termination, unreasonably withheld); (ii) paying Borrower executes (A) new Notes payable to such Lender (and there shall become due and payable) on such date the outstanding principal amount order of all Loans made by such a Subsequent Lender, all interest thereon, and all other Obligations owed or (B) replacement Notes payable to such the order of an Increasing Lender, including, without limitation, amounts owing under Sections 2.03(g), 2.03(h)(iii), 2.04 and 2.06, if any, and ; (iii) pursuant to the provisions of Section 11.13, proposing the introduction of a replacement Lender reasonably satisfactory Borrower pays to Agent, for the account of Lenders and for distribution to the applicable Subsequent Lender or obtaining Increasing Lender as Agent shall determine, all fees with respect to an increase in the agreement Total Commitment payable pursuant to any fee letter between Borrower and Agent; (iv) Each Subsequent Lender executes a signature page to this Agreement; (v) After giving effect to the admission of one any Subsequent Lender or more existing Lendersthe increase in the Commitment of any Increasing Lender, to assume the entire aggregate face amount of the Total Commitment does not exceed $100,000,000; (vi) The increase in the Total Commitment shall be in the minimum amount of $20,000,000.00 or a greater integral multiple of $5,000,000.00; (vii) No admission of any Subsequent Lender shall increase the Commitment of any existing Lender without the Lender whose Commitment is being terminated, on the effective date consent of such termination. Upon Lender; and (viii) Agent shall have approved the satisfaction admission of all each Subsequent Lender and the increase of the foregoing conditionsan Increasing Lender, such Lender which is being terminated pursuant to this Section 2.08 shall cease consent to be on terms and conditions acceptable to Agent in its sole discretion. After the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, Agent shall provide to each Lender a "Lender" for purposes of this Agreement provided that Borrower shall continue new SCHEDULE 1 to be obligated to such Lender under Sections 12.01 and 12.02 (and any other indemnifications contained herein or in any other Loan Document) with respect to or on account of unpaid, unliquidated, unknown or similar claims or liabilities accruing prior to such Lender ceasing to be a "Lender" for purposes of this Agreement.

Lenders. If any Lender shall make any demand for payment 5.3.1. The Parties acknowledge that on or reimbursement pursuant prior to Section 2.03(g), Section 2.03(h) or Section 2.06, then, provided that the Date of Execution the relevant Lenders have granted their written consent to the Transaction in accordance with the provisions of the relevant Financing Agreements and (a) there does not then exist without requiring, or threatening in writing to require, vis-à-vis the Seller and/or any Unmatured Event SPV the termination, acceleration or renegotiation of Default or Event of Default and any such Financing Agreements, (b) with full and unconditional release and discharge of the circumstances resulting in such demand for payment Seller and any Seller’s Affiliates and their Related Parties from the Financing Agreements and any document, commitment, obligation or reimbursement are not applicable undertaking connected thereto, excluding only the Seller Guarantees (without prejudice to all LendersClause 5.3.3 below), Borrower may terminate the Commitment of such Lender, in whole but not in part, by (i) giving such Lender and Agent not less than three (3) Business Days prior written notice thereof, which notice shall be irrevocable and effective only upon receipt thereof by such Lender and Agent and shall specify the effective date of such terminationat Closing, (iic) paying without requiring any costs or expenses unpin the Seller and/or any of its Affiliates (save as provided in Clause 5.3.2 below). It is understood and agreed that the Purchaser shall accede to such Lender (and there shall become due enter into any agreement or deed required to cause release of the Seller and payable) on such date Sellers’s Affiliates above as requested by the outstanding principal amount Lenders and appropriate. 5.3.2. Costs and expenses related to the consent of all Loans made by such Lender, all interest thereon, and all other Obligations owed to such Lender, including, without limitation, amounts owing under Sections 2.03(g), 2.03(h)(iii), 2.04 and 2.06the Lenders, if any, and shall be entirely borne by the Seller up to the maximum aggregate amount of Euro 65,000.00 (iiisixty-five thousand/00) (including for the sake of clarity any amount deducted from the Purchase Price as Leakages pursuant to point (xi) of definition of “Leakages”), while the provisions exceeding costs and expenses shall be borne by the Seller and the Purchaser on a 50-50 basis. 5.3.3. The Parties agree that: (1) the Purchaser shall procure that the Seller and its Affiliates are fully, definitively and unconditionally released and discharged from each and all Seller Guarantees as soon as possible after the Closing Date and in any case within and not later than 30 June 2020, (2) the Purchaser shall hold and keep the Seller and its Affiliates harmless and indemnified from and against all actions, claims, proceedings, losses, damages, prejudices and all payments, costs or expenses possibly incurred by them arising out of Section 11.13any of such Seller Guarantees, (3) without prejudice to point (1) above, proposing if, for whatever reason, the introduction of a replacement Lender reasonably satisfactory Seller and its Affiliates are not fully, definitively and unconditionally released and discharged in writing from each and all Seller Guarantees within and not later than 30 June 2020, then the Purchaser shall pay to Agentthe Seller, or obtaining the agreement of one or more existing Lenderswithin and not later than 15 July 2020, as liquidated damages pursuant to assume the entire amount article 1382 of the Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Upon the satisfaction of all of the foregoing conditions, such Lender which is being terminated pursuant to this Section 2.08 shall cease to be a "Lender" for purposes of this Agreement provided that Borrower shall continue to be obligated to such Lender under Sections 12.01 and 12.02 (and any other indemnifications contained herein Italian civil code or in any other Loan Documentcase as indemnification, an amount equal to Euro 1,000,000.00 (one million) with respect - amount that the Purchaser considers fair and not subject to any reduction and that shall be paid to the Seller free and clear of any set-off, objections and counterclaims – without prejudice to (i) the persisting obligation of the Purchaser to achieve full, definitive and unconditional released and discharged of each and all Seller Guarantees and (ii) point (2) above including Seller’s right to claim for further damages, provided that such indemnification shall be net of the amount already paid, (4) notwithstanding anything to the contrary set forth in this Agreement or in the Applicable Law and Regulations, the Seller and its Affiliates shall have no liability, on account any basis whatsoever, towards the Purchaser, its Affiliates and/or the SPVs for any damages, losses or prejudices suffered or incurred by the Purchaser, any of unpaidits Affiliates and/or the SPVs as a consequence of, unliquidatedor in connection with, unknown or similar claims or liabilities accruing prior to such Lender ceasing to be a "Lender" for purposes of this Agreementthe Seller Guarantees.

Lenders. If any Lender shall make any demand for payment or reimbursement pursuant to Section 2.03(g), Section 2.03(h) or Section 2.06, then, provided that (a) there does not then exist any Unmatured Event of Default or Event of Default and (b) the circumstances resulting in such demand for payment or reimbursement are not applicable to all Lenders, Borrower may terminate the Commitment of such Lender, in whole but not in part, by (i) giving such Lender and Agent not less than three (3) Business Days prior written notice thereof, which notice shall be irrevocable and effective only upon receipt thereof by such Lender and Agent and shall specify the effective date of such termination, (ii) paying to such Lender (and there shall become due and payable) on such date the outstanding principal amount of all Loans the portion of the Loan made by such Lender, all interest thereon, and all other Obligations owed to such Lender, including, without limitation, amounts owing under Sections 2.03(g), 2.03(h)(iii), 2.04 and 2.06, if any, and (iii) pursuant to the provisions of Section 11.13, proposing the introduction of a replacement Lender reasonably satisfactory to Agent, or obtaining the agreement of one or more existing Lenders, to assume the entire amount of the Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Upon the satisfaction of all of the foregoing conditions, such Lender which is being terminated pursuant to this Section 2.08 shall cease to be a "Lender" for purposes of this Agreement provided that Borrower shall continue to be obligated to such Lender under Sections 12.01 and 12.02 (and any other indemnifications contained herein or in any other Loan Document) with respect to or on account of unpaid, unliquidated, unknown or similar claims or liabilities accruing prior to such Lender ceasing to be a "Lender" for purposes of this Agreement.

Lenders. If Except as is otherwise expressly provided in this Section 10.01, no amendment or waiver of any Lender provision of this Agreement, nor consent to any departure by any Loan Party therefrom, shall make in any demand for payment or reimbursement pursuant to Section 2.03(g)event be effective unless the same shall be in writing and signed by the Majority Lenders and acknowledged by the Agent, Section 2.03(h) or Section 2.06provided, thenhowever, provided that (ai) there does not then exist no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any Unmatured Event of Default the following: (A) waive any of the conditions specified in Section 5.01, (B) change the percentage of the Commitments or Event of Default the aggregate unpaid principal amount of the Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder, or the 193 definition of “Majority Lenders” hereunder, (C) amend this Section 10.01, (D) release (or subordinate the Lien securing the Obligations on) all or substantially all of the Collateral, and (bE) release all or substantially all of the circumstances resulting value of the Guarantees provided by the Loan Parties; (ii) no amendment, waiver or consent shall, unless in such demand for payment or reimbursement are not applicable to all Lenderswriting and signed by each Lender directly affected thereby, Borrower may terminate do any of the following: (A) increase the Commitment of such Lender, (B) reduce the principal of, or rate of interest (other than default interest) on, the Advances made pursuant to Section 2.01 or any reimbursement obligation in whole but respect of any Letter of Credit or any fees or other amounts payable hereunder to such Lender, (C) postpone any date fixed for any payment of principal of, or interest on, the Advances made pursuant to Section 2.01 or any reimbursement obligation in respect of any Letter of Credit or any fees or other amounts payable hereunder to such Lender, (D) change Section 4.03 or Section 8.02 and (E) modify the definition of “Permitted Overadvance” so as to increase the amount thereof, or, except as provided in such definition, the time period for which a Permitted Overadvance may remain outstanding and (iii) no amendment, waiver or consent shall, unless in writing and signed by each Lender affected thereby, do any of the following: (A) increase the advance rate percentages applied to eligible assets included in the Borrowing Base and (B) modify the definition of “Borrowing Base” or any component thereof in a manner that would result in an increase in the amount of the Borrowing Base; provided that this clause (B) shall not limit the Agent’s right to add, increase, eliminate or reduce the amount of Reserves or exercise its Permitted Discretion with respect to such matters as otherwise provided herein); provided, further, that any Loan Document may be amended and waived with the consent of the Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in part, by order (i) giving such Lender and Agent not less than three (3) Business Days prior written notice thereof, which notice shall be irrevocable and effective only upon receipt thereof by such Lender and Agent and shall specify the effective date to comply with local Law or advice of such terminationlocal counsel, (ii) paying to such Lender (and there shall become due and payable) on such date the outstanding principal amount of all Loans made by such Lender, all interest thereon, and all other Obligations owed to such Lender, including, without limitation, amounts owing under Sections 2.03(g), 2.03(h)(iii), 2.04 and 2.06, if any, and cure ambiguities or defects or (iii) pursuant to the provisions of Section 11.13, proposing the introduction of a replacement Lender reasonably satisfactory to Agent, or obtaining the agreement of one or more existing Lenders, to assume the entire amount of the Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Upon the satisfaction of all of the foregoing conditions, such Lender which is being terminated pursuant to this Section 2.08 shall cease cause any Loan Document to be a "Lender" for purposes of consistent with this Agreement provided that Borrower shall continue to be obligated to such Lender under Sections 12.01 and 12.02 (and any other indemnifications contained herein or in any the other Loan Document) with respect to or on account of unpaid, unliquidated, unknown or similar claims or liabilities accruing prior to such Lender ceasing to be a "Lender" for purposes of this AgreementDocuments.

Lenders. If any Lender shall make any demand for payment or reimbursement pursuant to Section 2.03(g), Section 2.03(h) or Section 2.06, then, provided that (a) there does not then exist any Unmatured Event of Default or Event of Default and (b) the circumstances circumstance resulting in such demand for payment or reimbursement are not applicable to all Lenders, Borrower may terminate the Commitment of such Lender, in whole but not in part, by (i) giving such Lender and Agent not less than three (3) Business Days prior written notice thereof, which notice shall be irrevocable and effective only upon receipt thereof by such Lender and Agent and shall specify the effective date of such termination, (ii) paying to such Lender (and there shall become due and payable) on such date the outstanding principal amount of all Loans the portion of the Loan made by such Lender, all interest thereon, and all other Obligations owed to such Lender, including, without limitation, amounts owing under Sections 2.03(g), 2.03(h)(iii), 2.04 and 2.06, if any, and (iii) pursuant to the provisions of Section 11.1310.11, proposing the introduction of a replacement Lender reasonably satisfactory to Agent, or obtaining the agreement of one or more existing Lenders, to assume the entire amount of the Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Upon the satisfaction of all of the foregoing conditions, such Lender which is being terminated pursuant to this Section 2.08 shall cease to be a "Lender" for purposes of this Agreement provided that Borrower shall continue to be obligated to such Lender under Sections 12.01 11.01 and 12.02 11.02 (and any other indemnifications contained herein or in any other Loan Document) with respect to or on account of unpaid, unliquidated, unknown or similar claims or liabilities accruing prior to such Lender ceasing to be a "Lender" for purposes of this Agreement.

Lenders. If Upon delivery of the applicable Incremental Facility Request, any Lender may (in its sole discretion) participate in any Commitment increase with the consent of the Administrative Borrower (in its sole discretion), subject to each of the following: (A) no existing Lender will have any obligation to provide all or any portion of such Incremental Facilities; (B) the Administrative Borrower shall make deliver a notice (along with, if applicable, customary and reasonable preliminary diligence information with respect to the transaction to be consummated with the proceeds of such incremental that is available to the relevant Borrower at such time) to all existing Lenders to first offer such existing Lenders the opportunity to provide any demand for payment such Incremental Facility on a pro rata basis (and on a non-pro rata basis, with respect to existing Lenders that elect to cover declining Lenders’ declined amounts) on the terms offered by such Borrower and such other Lenders, it being understood and agreed that to the extent any Lender has not delivered to such Borrower a commitment to provide its pro rata share of such Incremental Facility (or reimbursement non-pro rata portion with respect to existing Lenders that elect to cover declining Lenders’ declined amounts) within ten (10) Business Days of delivery of such notice, such Lender shall be deemed to have declined to provide any portion of such Incremental Facility; (C) any new Lender providing Incremental Revolving Credit Loans shall be subject to any required consents pursuant to Section 2.03(g), Section 2.03(h) or Section 2.06, then, provided that (a) there does not then exist any Unmatured Event 13.06 hereof as if an assignment of Default or Event of Default and (b) the circumstances resulting in such demand for payment or reimbursement are not applicable to all Lenders, Borrower may terminate the Commitment of such Lender, in whole but not in part, by (i) giving such Lender and Agent not less than three (3) Business Days prior written notice thereof, which notice shall be irrevocable and effective only upon receipt thereof by such Lender and Agent and shall specify the effective date of such termination, (ii) paying Revolving Credit Commitments were being made to such Lender new Lender; (and there D) in no event shall become due and payablethe amount of Term Loans (including, for the avoidance of doubt, all Incremental Term Loans) on such date held by all Sponsor Affiliated Equity Lenders exceed twenty five percent (25%) of the outstanding principal aggregate amount of all outstanding Term Loans made by such Lender(including, for the avoidance of doubt, all interest thereonIncremental Term Loans) as a result of any Sponsor Affiliated Equity Lender providing all or any portion of any Incremental Facilities or for any other reason; and (E) the voting limitations on Sponsor Affiliated Lenders set forth in Section 13.01, and all other Obligations owed to such Lender, including, without limitation, amounts owing under Sections 2.03(g), 2.03(h)(iii), 2.04 and 2.06, if any, and (iii) pursuant to the provisions definition of Section 11.13, proposing the introduction of a replacement Lender reasonably satisfactory to Agent, Required Lenders or obtaining the agreement of one or more existing Lenders, to assume the entire amount of the Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Upon the satisfaction of all of the foregoing conditions, such Lender which is being terminated pursuant to this Section 2.08 shall cease to be a "Lender" for purposes of otherwise in this Agreement provided shall apply to all Sponsor Affiliated Lenders that Borrower shall continue to be obligated to such Lender under Sections 12.01 and 12.02 (and provide or hold all or any other indemnifications contained herein or in portion of any other Loan Document) with respect to or on account of unpaid, unliquidated, unknown or similar claims or liabilities accruing prior to such Lender ceasing to be a "Lender" for purposes of this AgreementIncremental Facility.

Lenders. If any Lender shall make any demand for payment or reimbursement pursuant to Section 2.03(g), Section 2.03(h) or Section 2.06, then, provided that (a) there does not then exist any Unmatured Event of Default or Event of Default and (b) the circumstances resulting in such demand for payment or reimbursement are not applicable to all Lenders, Borrower may terminate the Commitment of such Lender, in whole but not in part, by by (i) giving such Lender and Agent not less than three (3) Business Days prior written notice thereof, which notice shall be irrevocable and effective only upon receipt thereof by such Lender and Agent and shall specify the effective date of such termination, (ii) paying to such Lender (and there shall become due and payable) on such date the outstanding principal amount of all Loans the portion of the Loan made by such Lender, all interest thereon, and all other Obligations owed to such Lender, including, without limitation, amounts owing under Sections 2.03(g), 2.03(h)(iii), 2.04 and 2.06, if any, and (iii) pursuant to the provisions of Section 11.1310.11, proposing the introduction of a replacement Lender reasonably satisfactory to Agent, or obtaining the agreement of one or more existing Lenders, to assume the entire amount of the Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Upon the satisfaction of all of the foregoing conditions, such Lender which is being terminated pursuant to this Section 2.08 shall cease to be a "Lender" for purposes of this Agreement provided that Borrower shall continue to be obligated to such Lender under Sections 12.01 11.01 and 12.02 11.02 (and any other indemnifications contained herein or in any other Loan Document) with respect to or on account of unpaid, unliquidated, unknown or similar claims or liabilities accruing prior to such Lender ceasing to be a "Lender" for purposes of this Agreement.

Lenders. If any Lender shall make any demand for payment or reimbursement pursuant to Section 2.03(g), Section 2.03(h) or Section 2.06, then, provided that (a) there does not then exist any Unmatured Event of Default or Event of Default and (b) the circumstances resulting in such demand for payment or reimbursement are not applicable to all Lenders, Borrower may terminate the Commitment of such Lender, in whole but not in part, by (i) giving such Lender and Agent not less than three (3) Business Days prior written notice thereof, which notice shall be irrevocable and effective only upon receipt thereof by such Lender and Agent and shall specify the effective date of such termination, (ii) paying to such Lender (and there shall become due and payable) on such date the outstanding principal amount of all Loans made by such Lender, all interest thereon, and all other Obligations owed to such Lender, including, without limitation, amounts owing under Sections 2.03(g), 2.03(h)(iii), 2.04 and 2.06, if any, and (iii) pursuant to the provisions of Section 11.1311.11, proposing the introduction of a replacement Lender reasonably satisfactory to Agent, or obtaining the agreement of one or more existing Lenders, to assume the entire amount of the Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Upon the satisfaction of all of the foregoing conditions, such Lender which is being terminated pursuant to this Section 2.08 shall cease to be a "Lender" for purposes of this Agreement provided that Borrower shall continue to be obligated to such Lender under Sections 12.01 and 12.02 (and any other indemnifications contained herein or in any other Loan Document) with respect to or on account of unpaid, unliquidated, unknown or similar claims or liabilities accruing prior to such Lender ceasing to be a "Lender" for purposes of this Agreement.