Common use of Option to Replace Lenders Clause in Contracts

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, as cash collateral, an amount equal to such Lender's Pro Rata Share of the outstanding Letters of Credit and pay to such Lender the outstanding principal amount of the Advances payable to such Lender plus any accrued but unpaid interest on such Advances 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 hereof. In the event that the Borrower exercises its rights under the preceding sentence, the Lender against which such rights were exercised shall no longer be a party hereto or have any rights or obligations hereunder. The remedies of Borrower under this Section 2.10 shall be cumulative of any other remedies Borrower may have against a Defaulting Lender under this Agreement or at law or in equity.

Option to Replace Lenders. If any Lender (an “Affected Lender”), other than Agentthe Person serving as the Administrative Agent in its capacity as such, shall: (a) become have notified Administrative Agent of a Defaulting Lender; (bdetermination under Section 4.1.(a), Section 4.1.(b) has either (ior Section 4.1.(c) 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)4.3.; (db) make any demand for payment or reimbursement pursuant to Section 2.6(c) or Section 9.7 hereof4.1.(d); or (ec) has declined to approve an Extension Request and each of the remaining Lenders have approved such Extension Request. become a Defaulting Lender; then, in any of the foregoing cases, provided that (xi) other than in the case of a Defaulting Lender, at the time of an assignment made by an Affected Lender to an Eligible Assignee in accordance with this Section 2.19. there does not then exist any Default or Event of Default and (yii) in the case of the circumstances described in clauses (c) and (d), with respect to the circumstances resulting in such a demand for payment or reimbursement under Section 2.6(c4.1.(d) or Section 9.7 or the applicability of Section 2.6(b4.1.(a), Section 4.1.(b), Section 4.1.(c) or Section 4.3., such circumstances are not also applicable to all the Requisite Lenders, the Borrower may either (i) designate another financial institution (demand that 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 Affected Lender, all without recourse and upon such demand such Affected Lender shall promptly, assign its respective commitment to or representation or warranty (except as an Eligible Assignee subject to title and in accordance with the provisions of such Lender's portion of the Loan and as to the authority of such Lender to transfer the sameSection 12.7.(c) by, or expense to, such Lender, for a purchase price equal to (i) the aggregate principal balance of Loans then outstanding principal amount of the Loan payable and owing to such Lender Affected Lender, plus (ii) any accrued but unpaid interest on such Loan thereon and accrued but unpaid fees owing to such Lender Affected Lender, plus any amounts payable to (iii) the aggregate amount of payments previously made by such Affected Lender under Section 2.6(c2.3.(j) that have not been repaid. None of the Administrative Agent, such Affected Lender, or any other Lender shall be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Assignee; provided, that the Administrative Agent shall cooperate with all reasonable requests by the Borrower to help facilitate such replacement process. The exercise by the Borrower of its rights under this Section 9.7, if any, hereof, shall be at the Borrower’s sole cost and upon such assumption, purchase expense and substitution, and subject at no cost or expense 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)Administrative Agent, the Replacement Affected Lender or any of the other Lenders. The terms of this Section shall succeed not in any way limit the Borrower’s obligation to the rights and obligations of such Lender hereunder or (ii) pay to the Agent, as cash collateral, an amount equal to such Lender's Pro Rata Share of the outstanding Letters of Credit and pay to such any Lender the outstanding principal amount of the Advances payable to such Lender plus any accrued but unpaid interest on such Advances and accrued but unpaid fees compensation owing to such Lender plus any amounts payable pursuant to such Lender under Section 2.6(c) or Section 9.7 hereof. In the event that the Borrower exercises its rights under the preceding sentence, the Lender against which such rights were exercised shall no longer be a party hereto or have any rights or obligations hereunder. The remedies of Borrower under this Section 2.10 shall be cumulative of any other remedies Borrower may have against a Defaulting Lender under this Agreement (including, without limitation, pursuant to Sections 3.11., 4.1. or at law or in equity4.4. with respect to any period up to the date of replacement.

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 29 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, as cash collateral, an amount equal to such Lender's Pro Rata Share of the outstanding Letters of Credit and pay to such Lender the outstanding principal amount of the Advances payable to such Lender plus any accrued but unpaid interest on such Advances 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 hereof. In the event that the Borrower exercises its rights under the preceding sentence, the Lender against which such rights were exercised shall no longer be a party hereto or have any rights or obligations hereunder. The remedies of Borrower under this Section 2.10 shall be cumulative of any other remedies Borrower may have against a Defaulting Lender under this Agreement or at law or in equity.

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) Lender shall make any demand for payment or reimbursement pursuant to Section 2.6(c) 3.16, or Section 9.7 hereof; or (e) has declined to approve an Extension Request and each notify Borrowers 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 occurrence of the circumstances described in clauses Section 3.17, then, provided that (ca) no Default has occurred and is continuing, and (d), b) 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, Borrowers may terminate the Borrower may Commitment of such Lender, in whole but not in part, by either (i) designate another financial institution (such financial institution being herein called a "Replacement Lender"A) 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 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's rights under this Agreement Lender and Administrative Agent and shall specify the Note held 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 without recourse 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 14.11, proposing the introduction of a replacement Lender reasonably satisfactory to Administrative Agent, or representation obtaining the agreement of one or warranty (except as more existing Lenders, to title of such Lender's assume all or a portion of the Loan and as to Commitment of the authority Lender whose Commitment is being terminated, on the effective date of such Lender to transfer termination. Upon the same) by, or expense tosatisfaction of all of the foregoing conditions, such Lender that is being terminated shall cease to be a "Lender" for purposes of this Agreement, for a purchase price equal provided that Borrowers shall continue 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 be obligated to such Lender under Section 2.6(c7.12 with respect to Indemnified Liabilities (as defined in Section 7.12) 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, as cash collateral, an amount equal arising prior to such Lender's Pro Rata Share of the outstanding Letters of Credit and pay to such Lender the outstanding principal amount of the Advances payable to such Lender plus any accrued but unpaid interest on such Advances 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 hereof. In the event that the Borrower exercises its rights under the preceding sentence, the Lender against which such rights were exercised shall no longer be a party hereto or have any rights or obligations hereunder. The remedies of Borrower under this Section 2.10 shall be cumulative of any other remedies Borrower may have against a Defaulting Lender under this Agreement or at law or in equitytermination.

Option to Replace Lenders. 19.8.1 If any Lender, other than Agent, shall: (a) Lender shall 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. Affected Lender then, in any of the foregoing caseseach such case, provided that (x) no Default has occurred and is continuing, the Borrowers shall have the right to replace such Affected Lender. The Borrowers shall exercise such right within 30 Business Days of such Lender becoming an Affected Lender. The replacement of any Affected Lender shall be made for its entire Loan and Commitments. 19.8.2 Where the Borrowers shall wish to replace any Affected Lender then, provided there does not then exist any Default or Event of Default and (y) in Default: 19.8.2.1 the case of Borrowers shall initially be required to offer 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 other Lenders, through 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 BorrowerAdministrative Agent, to assume such Lender's Commitment hereunder and to purchase acquire the Loan of such Lender and such Lender's rights under this Agreement and the Note held by such Lender, all without recourse to whole or representation or warranty (except as to title of such Lender's any portion of the Loan and as assume the corresponding portion of the Commitments of the Affected Lender. The other Lenders shall be required to inform the authority Administrative Agent of their decision within ten (10) Business Days of such Lender offer; and 19.8.2.2 with respect to transfer the same) by, or expense to, such Lender, for a purchase price equal to the outstanding principal amount any portion of the Loan payable and Commitments of the Affected Lender that the other Lenders have not decided 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 acquire within 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)delay stipulated above, the Replacement Lender Borrowers may then request that such portion be Assigned to one or more financial institutions, provided that the Administrative Agent and the LC Issuing Lenders consent to each such Assignment, which consent shall succeed to not be unreasonably withheld. 19.8.3 Any Assignment under the rights and obligations provisions of such Lender hereunder or (ii) this Section 19.8 shall be effected in accordance with the provisions of Section 22.5 provided, however, that the Borrowers shall pay to the Agent, as cash collateral, an amount equal Administrative Agent the fee referred to such Lender's Pro Rata Share of the outstanding Letters of Credit and pay to such Lender the outstanding principal amount of the Advances payable to such Lender plus any accrued but unpaid interest on such Advances 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 hereof. In the event that the Borrower exercises its rights under the preceding sentence, the Lender against which such rights were exercised shall no longer be a party hereto or have any rights or obligations hereunder. The remedies of Borrower under this Section 2.10 shall be cumulative of any other remedies Borrower may have against a Defaulting Lender under this Agreement or at law or in equityparagraph 22.5.

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) Lender shall make any demand for payment or reimbursement pursuant to Section 2.6(cSECTION 3.14(b) or Section 9.7 hereof; or SECTIONS 3.15(a), (eb), (c), or (d) has declined to approve an Extension Request and each or notifies Borrower 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 occurrence of the circumstances described in clauses SECTION 3.16, then, provided that (ca) no Default has occurred and is continuing, and (d), b) 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 terminate the Commitment of such Lender, in whole but not in part, by either (i) designate another financial institution (such financial institution being herein called a "Replacement Lender"A) 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 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's rights under this Agreement Lender and Administrative Agent and shall specify the Note held 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 without recourse interest thereon, and any other Obligation owed to such Lender (including any amounts payable under SECTION 3.17), if any, or representation or warranty (except as to title of such Lender's portion of the Loan and as ii) pursuant to the authority provisions of such SECTION 13.11, proposing the introduction of a replacement Lender satisfactory to transfer the same) byAdministrative Agent, or expense toobtaining the agreement of one or more existing Lenders, such Lender, for a purchase price equal to assume the outstanding principal entire amount of the Loan payable to Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Upon the satisfaction of all the foregoing conditions, such Lender plus any accrued but unpaid interest on such Loan and accrued but unpaid fees owing that is being terminated shall cease to such Lender plus any amounts payable be a "Lender" for purposes of this Agreement, provided that Borrower shall continue to be obligated to such Lender under Section 2.6(cSECTION 7.12 with respect to Indemnified Liabilities (as defined in SECTION 7.12) 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, as cash collateral, an amount equal arising prior to such Lender's Pro Rata Share of the outstanding Letters of Credit and pay to such Lender the outstanding principal amount of the Advances payable to such Lender plus any accrued but unpaid interest on such Advances 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 hereof. In the event that the Borrower exercises its rights under the preceding sentence, the Lender against which such rights were exercised shall no longer be a party hereto or have any rights or obligations hereunder. The remedies of Borrower under this Section 2.10 shall be cumulative of any other remedies Borrower may have against a Defaulting Lender under this Agreement or at law or in equitytermination.

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) Lender shall make any demand for payment or reimbursement pursuant to Section 2.6(c3.14(b) or Section 9.7 hereof; or Sections 3.15(a), (eb), (c), or (d) has declined to approve an Extension Request and each or notifies Borrower 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 occurrence of the circumstances described in clauses Section 3.16, then, provided that (ca) no Default has occurred and is continuing, and (d), b) 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 terminate the Commitment of such Lender, in whole but not in part, by either (i) designate another financial institution (such financial institution being herein called a "Replacement Lender"A) 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 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's rights under this Agreement Lender and Administrative Agent and shall specify the Note held 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 without recourse interest thereon, and any other Obligation owed to such Lender (including any amounts payable under Section 3.17), if any, or representation or warranty (except as to title of such Lender's portion of the Loan and as ii) pursuant to the authority provisions of such Section 13.11, proposing the introduction of a replacement Lender satisfactory to transfer the same) byAdministrative Agent, or expense toobtaining the agreement of one or more existing Lenders, such Lender, for a purchase price equal to assume the outstanding principal entire amount of the Loan payable to Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Upon the satisfaction of all the foregoing conditions, such Lender plus any accrued but unpaid interest on such Loan and accrued but unpaid fees owing that is being terminated shall cease to such Lender plus any amounts payable be a “Lender” for purposes of this Agreement, provided that Borrower shall continue to be obligated to such Lender under Section 2.6(c7.12 with respect to Indemnified Liabilities (as defined in Section 7.12) 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, as cash collateral, an amount equal arising prior to such Lender's Pro Rata Share of the outstanding Letters of Credit and pay to such Lender the outstanding principal amount of the Advances payable to such Lender plus any accrued but unpaid interest on such Advances 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 hereof. In the event that the Borrower exercises its rights under the preceding sentence, the Lender against which such rights were exercised shall no longer be a party hereto or have any rights or obligations hereunder. The remedies of Borrower under this Section 2.10 shall be cumulative of any other remedies Borrower may have against a Defaulting Lender under this Agreement or at law or in equitytermination.

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) Lender shall make any demand for payment or reimbursement pursuant to Section 2.6(c3.14(b) or Section 9.7 hereof; or Sections 3.15(a), (eb), (c), or (d) has declined to approve an Extension Request and each or notifies Borrower 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 occurrence of the circumstances described in clauses Section 3.16, then, provided that (ca) no Default has occurred and is continuing, and (d), b) 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 terminate the Commitment of such Lender, in whole but not in part, by either (i) (A) 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 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's rights under this Agreement Lender and Administrative Agent and shall specify the Note held 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 without recourse interest thereon, and any other Obligation owed to such Lender (including any amounts payable under Section 3.17), if any, or representation or warranty (except as to title of such Lender's portion of the Loan and as ii) pursuant to the authority provisions of such Section 13.11, proposing the introduction of a replacement Lender satisfactory to transfer the same) byAdministrative Agent, or expense toobtaining the agreement of one or more existing Lenders, such Lender, for a purchase price equal to assume the outstanding principal entire amount of the Loan payable to Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Upon the satisfaction of all the foregoing conditions, such Lender plus any accrued but unpaid interest on such Loan and accrued but unpaid fees owing that is being terminated shall cease to such Lender plus any amounts payable be a "Lender" for purposes of this Agreement, provided that Borrower shall continue to be obligated to such Lender under Section 2.6(c7.12 with respect to Indemnified Liabilities (as defined in Section 7.12) 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, as cash collateral, an amount equal arising prior to such Lender's Pro Rata Share of the outstanding Letters of Credit and pay to such Lender the outstanding principal amount of the Advances payable to such Lender plus any accrued but unpaid interest on such Advances 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 hereof. In the event that the Borrower exercises its rights under the preceding sentence, the Lender against which such rights were exercised shall no longer be a party hereto or have any rights or obligations hereunder. The remedies of Borrower under this Section 2.10 shall be cumulative of any other remedies Borrower may have against a Defaulting Lender under this Agreement or at law or in equitytermination.

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) Lender shall make any demand for payment or reimbursement pursuant to Section 2.6(cSECTION 3.15(B) or Section 9.7 hereof; or SECTIONS 3.16(A), (e) has declined to approve an Extension Request and each B), (C), or (D), or notify Borrower 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 occurrence of the circumstances described in clauses SECTION 3.17, then, provided that (ca) no Default has occurred and is continuing, and (d), b) 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 terminate the Commitment of such Lender, in whole but not in part, by either (i) designate another financial institution (such financial institution being herein called a "Replacement Lender"A) 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 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's rights under this Agreement Lender and Administrative Agent and shall specify the Note held 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 without recourse interest thereon, and any other Obligation owed to such Lender (including under SECTION 3.18), if any, or representation or warranty (except as to title of such Lender's portion of the Loan and as ii) pursuant to the authority provisions of such SECTION 13.11, proposing the introduction of a replacement Lender satisfactory to transfer the same) byAdministrative Agent, or expense toobtaining the agreement of one or more existing Lenders, such Lender, for a purchase price equal to assume the outstanding principal entire amount of the Loan payable to 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 plus any accrued but unpaid interest on such Loan and accrued but unpaid fees owing that is being terminated shall cease to such Lender plus any amounts payable be a "Lender" for purposes of this Agreement, provided that Borrower shall continue to be obligated to such Lender under Section 2.6(cSECTION 7.12 with respect to Indemnified Liabilities (as defined in SECTION 7.12) 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, as cash collateral, an amount equal arising prior to such Lender's Pro Rata Share of the outstanding Letters of Credit and pay to such Lender the outstanding principal amount of the Advances payable to such Lender plus any accrued but unpaid interest on such Advances 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 hereof. In the event that the Borrower exercises its rights under the preceding sentence, the Lender against which such rights were exercised shall no longer be a party hereto or have any rights or obligations hereunder. The remedies of Borrower under this Section 2.10 shall be cumulative of any other remedies Borrower may have against a Defaulting Lender under this Agreement or at law or in equitytermination.

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) Lender shall make any demand for payment or reimbursement pursuant to Section 2.6(c3.14(a) or Section 9.7 hereof; or (e3.14(b) has declined to approve an Extension Request and each or notifies Borrowers 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 occurrence of the circumstances described in clauses Section 3.15(b), then, provided that (ca) no Default has occurred and is continuing, and (d), b) 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, Borrowers may terminate the Borrower may Commitment of such Lender, in whole but not in part, by either (i) designate another financial institution (such financial institution being herein called a "Replacement Lender"A) 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 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's rights under this Agreement Lender and Administrative Agent and shall specify the Note held 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 without recourse interest thereon, and any other Obligation owed to such Lender (including any amounts payable under Section 3.18). if any, or representation (ii) pursuant to the provisions of Section 13.11, proposing the introduction of a replacement Lender satisfactory to Administrative Agent, or warranty (except as obtaining the agreement of one or more existing Lenders, to title assume the entire amount of the Commitment of the Lender whose Commitment is being terminated, on the effective date of such Lender's portion of the Loan and as termination. Any such assignment to a replacement Lender or an existing Lender shall be subject to the authority of such payment to the assigning Lender to transfer the same) by, or expense to, such Lender, for a purchase price an amount 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 Principal Debt owing to such assigning Lender plus as of the effective date of such assignment, together with all accrued unpaid interest thereon and any amounts Funding Loss payable under Section 3.18 as a result of such payment to the assigning Lender by the assignee Lender. 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 Borrowers shall continue to be obligated to such Lender under Section 2.6(c7.12 with respect to Indemnified Liabilities (as defined in Section 7.12) 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, as cash collateral, an amount equal arising prior to such Lender's Pro Rata Share of the outstanding Letters of Credit and pay to such Lender the outstanding principal amount of the Advances payable to such Lender plus any accrued but unpaid interest on such Advances 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 hereof. In the event that the Borrower exercises its rights under the preceding sentence, the Lender against which such rights were exercised shall no longer be a party hereto or have any rights or obligations hereunder. The remedies of Borrower under this Section 2.10 shall be cumulative of any other remedies Borrower may have against a Defaulting Lender under this Agreement or at law or in equitytermination.

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) Lender shall make any demand for payment or reimbursement pursuant to Section 2.6(cSECTION 3.14(A) or Section 9.7 hereof; or (eSECTION 3.14(B) has declined to approve an Extension Request and each or notifies Borrowers 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 occurrence of the circumstances described in clauses SECTION 3.15(B), then, PROVIDED THAT (ca) no Default has occurred and is continuing, and (d), b) 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, Borrowers may terminate the Borrower may Commitment of such Lender, in whole but not in part, by either (i) designate another financial institution (such financial institution being herein called a "Replacement Lender"A) 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 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's rights under this Agreement Lender and Administrative Agent and shall specify the Note held 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 without recourse interest thereon, and any other Obligation owed to such Lender (including any amounts payable under SECTION 3.18), if any, or representation (ii) pursuant to the provisions of SECTION 13.11, proposing the introduction of a replacement Lender satisfactory to Administrative Agent, or warranty (except as obtaining the agreement of one or more existing Lenders, to title assume the entire amount of the Commitment of the Lender whose Commitment is being terminated, on the effective date of such Lender's portion of the Loan and as termination. Any such assignment to a replacement Lender or an existing Lender shall be subject to the authority of such payment to the assigning Lender to transfer the same) by, or expense to, such Lender, for a purchase price an amount 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 Principal Debt owing to such assigning Lender plus as of the effective date of such assignment, together with all accrued unpaid interest thereon and any amounts Funding Loss payable under SECTION 3.18 as a result of such payment to the assigning Lender by the assignee Lender. 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 Borrowers shall continue to be obligated to such Lender under Section 2.6(cSECTION 7.12 with respect to Indemnified Liabilities (as defined in SECTION 7.12) 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, as cash collateral, an amount equal arising prior to such Lender's Pro Rata Share of the outstanding Letters of Credit and pay to such Lender the outstanding principal amount of the Advances payable to such Lender plus any accrued but unpaid interest on such Advances 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 hereof. In the event that the Borrower exercises its rights under the preceding sentence, the Lender against which such rights were exercised shall no longer be a party hereto or have any rights or obligations hereunder. The remedies of Borrower under this Section 2.10 shall be cumulative of any other remedies Borrower may have against a Defaulting Lender under this Agreement or at law or in equitytermination.

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(b2.5(b);; or (dc) make any demand for payment or reimbursement pursuant to Section 2.6(c2.5(c) or Section 9.7 8.7 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 (cb) and (dc), the circumstances resulting in such demand for payment or reimbursement under Section 2.6(c2.5(c) or Section 9.7 8.7 or the applicability of Section 2.6(b2.5(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 Total Commitment hereunder and to purchase the Loan of such Lender and such Lender's rights under this Agreement and the Note Notes 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(c2.5(c) or Section 9.78.7, 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, as cash collateral, an amount equal to such Lender's Pro Rata Share of the outstanding Letters of Credit and pay to such Lender the outstanding principal amount of the Advances payable to such Lender plus any accrued but unpaid interest on such Advances and accrued but unpaid fees owing to such Lender plus any amounts payable to such Lender under Section 2.6(c2.5(c) or Section 9.7 8.7 hereof. In the event that the Borrower exercises its rights under the preceding sentence, the Lender against which such rights were exercised shall no longer be a party hereto or have any rights or obligations hereunder. The remedies of Borrower under this Section 2.10 2.9 shall be cumulative of any other remedies Borrower may have against a Defaulting Lender under this Agreement or at law or in equity.

Option to Replace Lenders. If any Lender (an “Affected Lender”), other than Agentthe Person serving as the Administrative Agent in its capacity as such, shall: (a) become have notified Administrative Agent of a Defaulting Lender; (bdetermination under Section 4.1.(a), Section 4.1.(b) has either (ior Section 4.1.(c) 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)4.3.; (db) make any demand for payment or reimbursement pursuant to Section 2.6(c) or Section 9.7 hereof4.1.(d); or (ec) has declined to approve an Extension Request and each of the remaining Lenders have approved such Extension Request. become a Defaulting Lender; then, in any of the foregoing cases, provided that (xi) other than in the case of a Defaulting Lender, at the time of an assignment made by an Affected Lender to an Eligible Assignee in accordance with this Section 2.19. there does not then exist any Default or Event of Default and (yii) in the case of the circumstances described in clauses (c) and (d), with respect to the circumstances resulting in such a demand for payment or reimbursement under Section 2.6(c4.1.(d) or Section 9.7 or the applicability of Section 2.6(b4.1.(a), Section 4.1.(b), Section 4.1.(c) or Section 4.3., such circumstances are not also applicable to all the Requisite Lenders, the Borrower may either (i) designate another financial institution (demand that 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 Affected Lender, all without recourse and upon such demand such Affected Lender shall promptly, assign its respective commitment to or representation or warranty (except as an Eligible Assignee subject to title and in accordance with the provisions of such Lender's portion of the Loan and as to the authority of such Lender to transfer the sameSection 12.7.(c) by, or expense to, such Lender, for a purchase price equal to (i) the aggregate principal balance of Loans then outstanding principal amount of the Loan payable and owing to such Lender Affected Lender, plus (ii) any accrued but unpaid interest on such Loan thereon and accrued but unpaid fees owing to such Lender Affected Lender, plus any amounts payable to (iii) the aggregate amount of payments previously made by such Affected Lender under Section 2.6(c2.3.(j) that have not been repaid. None of the Administrative Agent, such Affected Lender, or any other Lender shall be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Assignee; provided, that the Administrative Agent shall cooperate with all reasonable requests by the Borrower to help facilitate such replacement process. The exercise by the Borrower of its rights under this Section 9.7, if any, hereof, shall be at the Borrower's sole cost and upon such assumption, purchase expense and substitution, and subject at no cost or expense 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)Administrative Agent, the Replacement Affected Lender or any of the other Lenders. The terms of this Section shall succeed not in any way limit the Borrower's obligation to the rights and obligations of such Lender hereunder or (ii) pay to the Agent, as cash collateral, an amount equal to such Lender's Pro Rata Share of the outstanding Letters of Credit and pay to such any Lender the outstanding principal amount of the Advances payable to such Lender plus any accrued but unpaid interest on such Advances and accrued but unpaid fees compensation owing to such Lender plus any amounts payable pursuant to such Lender under Section 2.6(c) or Section 9.7 hereof. In the event that the Borrower exercises its rights under the preceding sentence, the Lender against which such rights were exercised shall no longer be a party hereto or have any rights or obligations hereunder. The remedies of Borrower under this Section 2.10 shall be cumulative of any other remedies Borrower may have against a Defaulting Lender under this Agreement (including, without limitation, pursuant to Sections 3.11., 4.1. or at law or in equity4.4. with respect to any period up to the date of replacement.

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) Lender shall make any demand for payment or reimbursement pursuant to Section 2.6(c3.14(a) or Section 9.7 hereof; or (e3.14(b) has declined to approve an Extension Request and each or notifies Borrowers 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 occurrence of the circumstances described in clauses Section 3.15(b), then, provided that (ca) no Default has occurred and is continuing, and (d), b) 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, Borrowers may terminate the Borrower may Commitment of such Lender, in whole but not in Credit Agreement 40 part, by either (i) designate another financial institution (such financial institution being herein called a "Replacement Lender"A) 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 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's rights under this Agreement Lender and Administrative Agent and shall specify the Note held 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 without recourse interest thereon, and any other Obligation owed to such Lender (including any amounts payable under Section 3.18), if any, or representation (ii) pursuant to the provisions of Section 13.11, proposing the introduction of a replacement Lender satisfactory to Administrative Agent, or warranty (except as obtaining the agreement of one or more existing Lenders, to title assume the entire amount of the Commitment of the Lender whose Commitment is being terminated, on the effective date of such Lender's portion of the Loan and as termination. Any such assignment to a replacement Lender or an existing Lender shall be subject to the authority of such payment to the assigning Lender to transfer the same) by, or expense to, such Lender, for a purchase price an amount 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 Principal Debt owing to such assigning Lender plus as of the effective date of such assignment, together with all accrued unpaid interest thereon and any amounts Funding Loss payable under Section 3.18 as a result of such payment to the assigning Lender by the assignee Lender. 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 Borrowers shall continue to be obligated to such Lender under Section 2.6(c7.12 with respect to Indemnified Liabilities (as defined in Section 7.12) 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, as cash collateral, an amount equal arising prior to such Lender's Pro Rata Share of the outstanding Letters of Credit and pay to such Lender the outstanding principal amount of the Advances payable to such Lender plus any accrued but unpaid interest on such Advances 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 hereof. In the event that the Borrower exercises its rights under the preceding sentence, the Lender against which such rights were exercised shall no longer be a party hereto or have any rights or obligations hereunder. The remedies of Borrower under this Section 2.10 shall be cumulative of any other remedies Borrower may have against a Defaulting Lender under this Agreement or at law or in equitytermination.