Common use of Option to Replace Lenders Clause in Contracts

Option to Replace Lenders. If any Lender shall make demand for payment or reimbursement pursuant to SECTION 3.14(A) or SECTION 3.14(B) or notifies Borrowers of the occurrence of the circumstances described in SECTION 3.15(B), 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, Borrowers 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 any amounts payable under SECTION 3.18), 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 Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Any such assignment to a replacement Lender or an existing Lender shall be subject to the payment to the assigning Lender an amount equal to the Principal Debt owing to such assigning Lender as of the effective date of such assignment, together with all accrued unpaid interest thereon and any 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 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 3.14(ASection 3.14(a) or SECTION 3.14(BSection 3.14(b) or notifies Borrowers of the occurrence of the circumstances described in SECTION 3.15(BSection 3.15(b), then, PROVIDED THAT 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, Borrowers may terminate the Commitment of such Lender, in whole but not in Credit Agreement 40 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 any amounts payable under SECTION Section 3.18), if any, or (ii) pursuant to the provisions of SECTION 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 Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Any such assignment to a replacement Lender or an existing Lender shall be subject to the payment to the assigning Lender an amount equal to the Principal Debt owing to such assigning Lender as of the effective date of such assignment, together with all accrued unpaid interest thereon and any Funding Loss payable under SECTION 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" “Lender” for purposes of this Agreement, PROVIDED THAT provided that Borrowers shall continue to be obligated to such Lender under SECTION Section 7.12 with respect to Indemnified Liabilities (as defined in SECTION 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 3.14(ASection 3.14(b) or SECTION 3.14(BSections 3.15(a), (b), (c), or (d) or notifies Borrowers Borrower of the occurrence of the circumstances described in SECTION 3.15(B)Section 3.16, then, PROVIDED THAT 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, Borrowers 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 any amounts payable under SECTION 3.18Section 3.17), if any, or (ii) pursuant to the provisions of SECTION 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 Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Any such assignment to a replacement Lender or an existing Lender shall be subject to the payment to the assigning Lender an amount equal to the Principal Debt owing to such assigning Lender as of the effective date of such assignment, together with all accrued unpaid interest thereon and any 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 "LENDERLender" for purposes of this Agreement, PROVIDED THAT Borrowers provided that Borrower shall continue to be obligated to such Lender under SECTION Section 7.12 with respect to Indemnified Liabilities (as defined in SECTION 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 3.14(A3.14(b) or SECTION 3.14(BSECTIONS 3.15(a), (b), (c), or (d) or notifies Borrowers Borrower of the occurrence of the circumstances described in SECTION 3.15(B)3.16, then, PROVIDED THAT 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, Borrowers 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 any amounts payable under SECTION 3.183.17), 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 Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Any such assignment to a replacement Lender or an existing Lender shall be subject to the payment to the assigning Lender an amount equal to the Principal Debt owing to such assigning Lender as of the effective date of such assignment, together with all accrued unpaid interest thereon and any 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 "LENDERLender" for purposes of this Agreement, PROVIDED THAT Borrowers 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 3.14(A) Section 3.16, or SECTION 3.14(B) or notifies Borrowers notify Borrower of the occurrence of the circumstances described in SECTION 3.15(B)Section 3.17, then, PROVIDED THAT 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, Borrowers 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 any amounts payable under SECTION Section 3.18), if any, or and/or (ii) pursuant to the provisions of SECTION 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 the entire amount all or a portion of the Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Any such assignment to a replacement Lender or an existing Lender shall be subject to the payment to the assigning Lender an amount equal to the Principal Debt owing to such assigning Lender as of the effective date of such assignment, together with all accrued unpaid interest thereon and any 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 of the foregoing conditions, such Lender that is being terminated shall cease to be a "LENDERLender" for purposes of this Agreement, PROVIDED THAT Borrowers provided that Borrower shall continue to be obligated to such Lender under SECTION Section 7.12 with respect to Indemnified Liabilities (as defined in SECTION 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 3.14(ASection 3.14(a) or SECTION 3.14(BSection 3.14(b) or notifies Borrowers of the occurrence of the circumstances described in SECTION 3.15(BSection 3.15(b), then, PROVIDED THAT 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, Borrowers 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 any amounts payable under SECTION Section 3.18), . if any, or (ii) pursuant to the provisions of SECTION 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 Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Any such assignment to a replacement Lender or an existing Lender shall be subject to the payment to the assigning Lender an amount equal to the Principal Debt owing to such assigning Lender as of the effective date of such assignment, together with all accrued unpaid interest thereon and any Funding Loss payable under SECTION 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" “Lender” for purposes of this Agreement, PROVIDED THAT provided that Borrowers shall continue to be obligated to such Lender under SECTION Section 7.12 with respect to Indemnified Liabilities (as defined in SECTION 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 3.14(A3.15(B) or SECTION 3.14(B) SECTIONS 3.16(A), (B), (C), or notifies Borrowers (D), or notify Borrower of the occurrence of the circumstances described in SECTION 3.15(B)3.17, then, PROVIDED THAT 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, Borrowers 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 any amounts payable under SECTION 3.18), 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 Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Any such assignment to a replacement Lender or an existing Lender shall be subject to the payment to the assigning Lender an amount equal to the Principal Debt owing to such assigning Lender as of the effective date of such assignment, together with all accrued unpaid interest thereon and any 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 of the foregoing conditions, such Lender that is being terminated shall cease to be a "LENDERLender" for purposes of this Agreement, PROVIDED THAT Borrowers 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 3.14(ASection 3.12(b) or SECTION 3.14(BSections 3.13(a), (b), (c), or (d) or notifies Borrowers Borrower of the occurrence of the circumstances described in SECTION 3.15(B)Section 3.14, then, PROVIDED THAT 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, Borrowers Borrower may terminate the Commitment Term Loan 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 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 3.18Section 3.15), if any, or (ii) pursuant to the provisions of SECTION 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 Commitment Term Loan of the Lender whose Commitment Term Loan is being terminated, on the effective date of such termination. Any such assignment to a replacement Lender or an existing Lender shall be subject to the payment to the assigning Lender an amount equal to the Principal Debt owing to such assigning Lender as of the effective date of such assignment, together with all accrued unpaid interest thereon and any 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 "LENDERLender" for purposes of this Agreement, PROVIDED THAT Borrowers provided that Borrower shall continue to be obligated to such Lender under SECTION Section 7.12 with respect to Indemnified Liabilities (as defined in SECTION 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 3.14(ASection 3.15(b) or SECTION 3.14(B) Sections 3.16(a), (b), (c), or notifies Borrowers (d), or notify Borrower of the occurrence of the circumstances described in SECTION 3.15(B)Section 3.17, then, PROVIDED THAT 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, Borrowers 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 any amounts payable under SECTION Section 3.18), if any, or (ii) pursuant to the provisions of SECTION 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 Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Any such assignment to a replacement Lender or an existing Lender shall be subject to the payment to the assigning Lender an amount equal to the Principal Debt owing to such assigning Lender as of the effective date of such assignment, together with all accrued unpaid interest thereon and any 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 of the foregoing conditions, such Lender that is being terminated shall cease to be a "LENDERLender" for purposes of this Agreement, PROVIDED THAT Borrowers provided that Borrower shall continue to be obligated to such Lender under SECTION Section 7.12 with respect to Indemnified Liabilities (as defined in SECTION 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 3.14(ASection 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") or SECTION 3.14(B) or notifies Borrowers subject to Regulation G of the occurrence margin requirements of the circumstances described in SECTION 3.15(B)Regulation G but not those of Regulation U, then, PROVIDED THAT so long as there does not then exist any Default or Event of Default, Borrower may either (a) no Default has occurred and is continuingdemand 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.(c) for a purchase price equal to the Affected Lender's Pro Rata Share of the aggregate principal balance of Revolving Loans then outstanding plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or (b) pay to the circumstances resulting in such demand for payment or reimbursement are not applicable Affected Lender the Affected Lender's Pro Rata Share of the aggregate principal balance of Revolving Loans then outstanding plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to all Lenders, Borrowers may terminate the Commitment of such Affected Lender, in whole but not in part, by either (i) (A) giving such whereupon the Affected Lender and Administrative Agent not less than five (5) Business Days' written notice thereof, which notice shall no longer 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 a party hereto or have any other Obligation owed to such Lender (including rights or obligations hereunder or under any amounts payable under SECTION 3.18), 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 other Loan Documents and the Revolving Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Any such assignment to a replacement Lender or an existing Lender shall immediately and permanently be subject to the payment to the assigning Lender reduced by an amount equal to the Principal Debt owing to such assigning Lender as amount of the effective date of such assignment, together with all accrued unpaid interest thereon and any Funding Loss payable under SECTION 3.18 as a result of such payment to the assigning Lender by the assignee Affected 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 7.12 with respect to Indemnified Liabilities (as defined in SECTION 7.12) arising prior to such termination's Commitment.

Option to Replace Lenders. If any Lender shall make demand for payment or reimbursement pursuant to SECTION 3.14(ASection 3.14(b) or SECTION 3.14(BSections 3.15(a), (b), (c), or (d) or notifies Borrowers Borrower of the occurrence of the circumstances described in SECTION 3.15(B)Section 3.16, then, PROVIDED THAT 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, Borrowers 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 any amounts payable under SECTION 3.18Section 3.17), if any, or (ii) pursuant to the provisions of SECTION 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 Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Any such assignment to a replacement Lender or an existing Lender shall be subject to the payment to the assigning Lender an amount equal to the Principal Debt owing to such assigning Lender as of the effective date of such assignment, together with all accrued unpaid interest thereon and any 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" “Lender” for purposes of this Agreement, PROVIDED THAT Borrowers provided that Borrower shall continue to be obligated to such Lender under SECTION Section 7.12 with respect to Indemnified Liabilities (as defined in SECTION 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 3.14(A) Section 3.16, or SECTION 3.14(B) or notifies notify Borrowers of the occurrence of the circumstances described in SECTION 3.15(B)Section 3.17, then, PROVIDED THAT 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, Borrowers 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 any amounts payable under SECTION Section 3.18), if any, or and/or (ii) pursuant to the provisions of SECTION 13.11Section 14.11, proposing the introduction of a replacement Lender reasonably satisfactory to Administrative Agent, or obtaining the agreement of one or more existing Lenders, to assume the entire amount all or a portion of the Commitment of the Lender whose Commitment is being terminated, on the effective date of such termination. Any such assignment to a replacement Lender or an existing Lender shall be subject to the payment to the assigning Lender an amount equal to the Principal Debt owing to such assigning Lender as of the effective date of such assignment, together with all accrued unpaid interest thereon and any 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 of the foregoing conditions, such Lender that is being terminated shall cease to be a "LENDERLender" for purposes of this Agreement, PROVIDED THAT provided that Borrowers shall continue to be obligated to such Lender under SECTION Section 7.12 with respect to Indemnified Liabilities (as defined in SECTION Section 7.12) arising prior to such termination.