Option to Replace Lenders. If any Lender, other than Agent, shall:
(a) become a Defaulting Lender;
(b) has either (i) declined to approve as Eligible Projects three or more Projects which the Agent and each of the remaining Lenders have approved as Eligible Projects or (ii) approved three or more Projects as Eligible Project on the condition that the Approved Percentage for each such Project is at least fifteen percent (15%) below the average Approved Percentage approved by the each of the remaining Lenders for such Project;
(c) become subject to the provisions of Section 2.6(b);
(d) make any demand for payment or reimbursement pursuant to Section 2.6(c) or Section 9.7 hereof; or
(e) has declined to approve an Extension Request and each of the remaining Lenders have approved such Extension Request. then, in any of the foregoing cases, provided that (x) there does not then exist any Default or Event of Default and (y) in the case of the circumstances described in clauses (c) and (d), the circumstances resulting in such demand for payment or reimbursement under Section 2.6(c) or Section 9.7 or the applicability of Section 2.6(b) are not applicable to all Lenders, the Borrower may either (i) designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable to the Agent (which acceptance will not be unreasonably withheld) and which is not an Affiliate of the Borrower, to assume such Lender's Commitment hereunder and to purchase the Loan of such Lender and such Lender's rights under this Agreement and the Note held by such Lender, all without recourse to or representation or warranty (except as to title of such Lender's portion of the Loan and as to the authority of such Lender to transfer the same) by, or expense to, such Lender, for a purchase price equal to the outstanding principal amount of the Loan payable to such Lender plus any accrued but unpaid interest on such Loan and accrued but unpaid fees owing to such Lender plus any amounts payable to such Lender under Section 2.6(c) or Section 9.7, if any, hereof, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Agent by the Replacement Lender of documentation reasonably satisfactory to the Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder or (ii) pay to the Agent,...
Option to Replace Lenders. If any Lender, other than the Agent in its capacity as such, shall:
(a) have notified Agent of a determination under Section 5.1.(a) or become subject to the provisions of Section 5.3.; or
(b) make any demand for payment or reimbursement pursuant to Section 5.1.(c) or Section 5.4.;
(c) for a purchase price equal to the aggregate principal balance of Loans then outstanding and owing to such Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Lender, any such assignment to be completed within 30 days after the making by such Lender of such determination or demand for payment or (y) within 30 days after the making by such Lender of such determination or demand for payment, pay to Agent, for deposit into the Collateral Account, an amount equal to such Lender's Pro Rata Share of all outstanding Letter of Credit Liabilities and pay to such Lender the aggregate principal balance of Loans then outstanding and owing to such Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Lender, whereupon such Lender's Commitment shall terminate, and such Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. None of the Agent, such Lender, or any other Lender shall be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Assignee.
Option to Replace Lenders. If any Lender, other than the Agent in its capacity as such, shall:
(a) have notified Agent of a determination under Section 5.1.(a) or become subject to the provisions of Section 5.3.; or
(b) make any demand for payment or reimbursement pursuant to Section 5.1.(d) or Section 5.4.; then, provided that (x) there does not then exist any Default or Event of Default and (y) the circumstances resulting in such demand for payment or reimbursement under Section 5.1.(d) or Section 5.4. or the applicability of Section 5.1.(a) or Section 5.3. are not applicable to the Requisite Lenders generally, the Borrower may demand that such Lender, and upon such demand such Lender shall promptly, assign its respective Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 13.7.(c) for a purchase price equal to the aggregate principal balance of Loans then outstanding and owing to such Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Lender and all other amounts payable hereunder, any such assignment to be completed within 30 days after the making by such Lender of such determination or demand for payment, and such Lender shall no longer be a party hereto or have any rights or obligations hereunder (other than Sections 3.11, 13.3 and 13.11) or under any of the other Loan Documents. None of the Agent, such Lender, or any other Lender shall be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Assignee.
Option to Replace Lenders. If any Lender, other than the Agent in its capacity as such, shall:
(a) have notified Agent of a determination under Section 5.1.(a) or become subject to the provisions of Section 5.3.; or
(b) make any demand for payment or reimbursement pursuant to Section 5.1.(d) or Section 5.4.; then, provided that (i) at the time of an assignment made by a Lender to an Eligible Assignee in accordance with this Section 2.19. there does not then exist any Default or Event of Default and (ii) the circumstances resulting in such demand for payment or reimbursement under Section 5.1.(d) or Section 5.4. or the applicability of Section 5.1.(a) or Section 5.3. are not applicable to the Lenders generally, the Borrower may demand that such Lender, and upon such demand such Lender shall promptly, assign its respective commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 13.7.(c) for a purchase price equal to the aggregate principal balance of Loans then outstanding and owing to such Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Lender, whereupon such Lender’s Commitment shall terminate, and such Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. None of the Agent, such Lender, or any other Lender shall be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Assignee.
Option to Replace Lenders. If any Lender shall make demand for payment or reimbursement pursuant to Section 3.16, or notify Borrower of the occurrence of the circumstances described in Section 3.17, then, provided that (a) no Default has occurred and is continuing, 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 either (i) (A) giving such Lender and Administrative Agent not less than five (5) Business Days' written notice thereof, which notice shall be irrevocable and effective only upon receipt thereof by such Lender and Administrative Agent and shall specify the date of such termination, and (B) paying such Lender (and there shall become due and payable) on such date the outstanding Principal Debt of all Borrowings made by such Lender, all interest thereon, and any other Obligation owed to such Lender (including under Section 3.18), if any, and/or (ii) pursuant to the provisions of Section 13.11, proposing the introduction of a replacement Lender reasonably satisfactory to Administrative Agent, or obtaining the agreement of one or more existing Lenders, to assume all or a portion 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 that is being terminated shall cease to be a "Lender" for purposes of this Agreement, provided that Borrower shall continue to be obligated to such Lender under Section 7.12 with respect to Indemnified Liabilities (as defined in Section 7.12) arising prior to such termination.
Option to Replace Lenders. If any Lender shall make demand for payment or reimbursement pursuant to Section 3.12(b) or Sections 3.13(a), (b), (c), or (d) or notifies Borrower of the occurrence of the circumstances described in Section 3.14, then, provided that (a) no Default has occurred and is continuing, and (b) the circumstances resulting in such demand for payment or reimbursement are not applicable to all Lenders, Borrower may terminate the Term Loan of such Lender, in whole but not in part, by either (i) paying such Lender (and there shall become due and payable) on such date the outstanding principal of all Borrowings made by such Lender, all interest thereon, and any other Obligation owed to such Lender (including any amounts payable under Section 3.15), if any, or (ii) pursuant to the provisions of Section 13.11, proposing the introduction of a replacement Lender satisfactory to Administrative Agent, or obtaining the agreement of one or more existing Lenders, to assume the entire amount of the Term Loan of the Lender whose Term Loan is being terminated, on the effective date of such termination. Upon the satisfaction of all the foregoing conditions, such Lender that is being terminated shall cease to be a "Lender" for purposes of this Agreement, provided that Borrower shall continue to be obligated to such Lender under Section 7.12 with respect to Indemnified Liabilities (as defined in Section 7.12) arising prior to such termination.
Option to Replace Lenders. If any Lender shall:
2.9.1 fail or refuse to fund its portion of any Loan (including, in the case of any Designating Lender, any Bid Loan not funded by its Designated Bid Lender) for any reason other than the failure of Borrower to satisfy the conditions precedent to such Loan hereunder and such failure continues for two (2) Business Days after notice from Borrower to such Lender that Borrower intends to exercise its rights hereunder;
2.9.2 make any demand for payment or reimbursement pursuant to Section 2.4.7; or
2.9.3 make any demand for payment or reimbursement pursuant to Section 2.7, then, in any of the foregoing cases, provided that (i) there does not then exist any Unmatured Event of Default or Event of Default and (ii) the circumstances resulting in such demand for payment or reimbursement are not applicable to all Lenders, Borrower may cause the Commitment of such Lender to be assumed by a replacement lender, in
Option to Replace Lenders. If any Lender shall make demand for payment or reimbursement pursuant to Section 3.14(b)
Option to Replace Lenders. If any ------------------------- Lender shall request the Borrower to pay any amounts, or shall assert any other special rights, under Section 2.11 or 2.13 or if a Lender is a Defaulting Lender, the Borrower may request one or more other Lenders or other financial institutions, each of which is an Eligible Assignee (each a "Replacement Lender") to take ------------------ over all or the affected portion of such Lender's then outstanding Advances and to assume all or the affected portion of such Lender's Commitments and obligations hereunder. If one or more Replacement Lenders shall so agree, the Advances and Commitments of the Lender to be replaced shall, at the direction of the Borrower, be assigned to such Replacement Lenders in accordance with Section 8.07, in such amounts as the Borrower may designate. ARTICLE III CONDITIONS PRECEDENT Effectiveness. This Agreement shall become effective on the date ------------- (the "Effective Date") that the Administrative Agent shall have -------------- received counterparts of this Agreement executed by each party hereto which effectiveness shall occur after the following conditions precedent have been satisfied or waived:
(a) There shall have occurred no change to the terms of the Merger Agreement, except as disclosed by the Borrower to the Lenders in writing prior to the date hereof, which the Lead Managing Agents determine to be materially adverse to the interests of the Lenders.
(b) There shall have occurred no Material Adverse Change since September 30, 1994, except as disclosed by the Borrower to the Lenders in writing prior to the date hereof.
(c) Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, there shall exist no action, suit, investigation, litigation or proceeding pending or threatened before any court, governmental instrumentality or arbitrator that would be likely to have a Material Adverse Effect.
(d) The Administrative Agent shall have received on or before the Effective Date, the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender:
(i) The Working Capital Notes and Term Notes to the order of the Lenders.
(ii) The Competitive Bid Note to the order of the Administrative Agent.
(iii) Certified copies of the resolutions of the Board of Directors of each Credit Party approving each Loan Document to which...
Option to Replace Lenders. If pursuant to Section 2.1., Agent shall determine that the making of a Revolving Loan requested by Borrower will result in a violation by a Lender (the "Affected Lender") subject to Regulation G of the margin requirements of Regulation G but not those of Regulation U, then, so long as there does not then exist any Default or Event of Default, Borrower may either (a) demand that the Affected Lender, and upon such demand the Affected Lender shall promptly, assign its Commitment to another financial institution subject to and in accordance with the provisions of Section 9.8.
