Common use of Optional Prepayment/Replacement of Lenders Clause in Contracts

Optional Prepayment/Replacement of Lenders. If (a) Borrowers are required to pay increased sums to a particular Lender pursuant to the last sentence of subsection 2.12.1 or Section 3.8, (b) Borrowers are notified that a Lender will not make or maintain LIBOR Portions pursuant to subsection 3.1.10 or Section 3.9, (c) a particular Lender refuses or fails to execute a waiver of any provision hereof or a consent to any amendment hereto that has been requested by Borrowers and approved by Majority Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default (any such Lender, an “Affected Lender”), Borrowers may obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain a Replacement Lender that will refinance all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment hereunder within one hundred twenty (120) days following notice of Borrowers’ intention to do so, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 11.9.1, provided that Borrowers have reimbursed such Affected Lender for (1) any fees owing by such Affected Lender under subsection 11.9.1 and (2) the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder through the date of such sale and assignment.

Optional Prepayment/Replacement of Lenders. If (a) Borrowers are required to pay increased sums to a particular Lender (an "Affected Lender") pursuant to the last sentence of subsection 2.12.1 Section 2.12 or Section 3.8, 3.8 or (b) Borrowers are notified that a an Affected Lender will not make or maintain LIBOR Portions pursuant to subsection 3.1.10 or Section 3.9, Borrowers may, at their option, notify Agent and such Lender of their intention to do one of the following: (ci) a particular Lender refuses or fails to execute a waiver of any provision hereof or a consent to any amendment hereto that has been requested by Borrowers and approved by Majority Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default (any such Lender, an “Affected Lender”), Borrowers may obtain, at Borrowers’ ' expense, a replacement Lender (“"Replacement Lender”") for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain a Replacement Lender that will refinance all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment hereunder within one hundred twenty sixty (12060) days following notice of Borrowers’ ' intention to do so, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 11.9.1, provided that Borrowers have reimbursed such Affected Lender for (1) any fees owing by such Affected Lender under subsection 11.9.1 and (2) the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder through the date of such sale and assignment; or (ii) Borrowers may prepay in full all outstanding Obligations owed to such Affected Lender and terminate such Affected Lender's entire Revolving Loan Commitment, in which case the Revolving Loan Commitment will be reduced by such Affected Lender's pro rata share of aggregate Revolving Loan Commitment. Borrowers shall, within sixty (60) days following notice of their intention to do so, prepay in full all outstanding Obligations owed to such Affected Lender (including, in each case, the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder through the date of such prepayment), and terminate all of such Affected Lender's obligations under the Revolving Loan Commitment.

Optional Prepayment/Replacement of Lenders. If If (a) Borrowers are required to pay increased sums to a particular Lender pursuant to the last sentence of subsection 2.12.1 or Section 3.8, (b) Borrowers are notified that a Lender will not make or maintain LIBOR Portions pursuant to subsection 3.1.10 or Section 3.9, (( c) a particular Lender refuses or fails to execute a waiver of any provision hereof or a consent to any amendment hereto that has been requested by Borrowers and approved by Majority Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default (any such Lender, an “"Affected Lender”"), Borrowers may obtain, at Borrowers’ ' expense, a replacement Lender (“"Replacement Lender”") for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain a Replacement Lender that will refinance all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment hereunder within one hundred twenty (120) days following notice of Borrowers’ ' intention to do so, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 11.9.1, provided that Borrowers have reimbursed such Affected Lender for (1) any fees owing by such Affected Lender under subsection 11.9.1 and (2) the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder through the date of such sale and assignment.

Optional Prepayment/Replacement of Lenders. If Within thirty ------------------------------------------ (a30) days after receipt by Borrowers are required to pay increased sums to a particular of written notice and demand from any Lender pursuant to the last sentence of subsection 2.12.1 or Section 3.8, (b) Borrowers are notified that a Lender will not make or maintain LIBOR Portions for payment pursuant to subsection 3.1.10 1.8 or Section 3.91.9 or, (c) a particular as provided in subsection 8.3(C), in the case of certain refusals by any Lender refuses or fails to execute a waiver of any provision hereof or a consent to any amendment hereto certain proposed amendments, modifications, terminations or waivers with respect to this Agreement that has have been requested by Borrowers and approved by Majority Requisite Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default (any such Lender, Lender demanding such payment or refusing to consent being referred to herein as an “"Affected Lender”"), Borrowers may, at their option, notify Agent and such Affected Lender of its intention to do one of the following: (A) Borrowers may obtain, at Borrowers’ ' expense, a replacement Lender (“"Replacement Lender”") for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain a Replacement Lender that will refinance all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment Commitments hereunder within one hundred twenty ninety (12090) days following notice of Borrowers’ ' intention to do so, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 11.9.18.1, provided that Borrowers -------- have reimbursed such Affected Lender for (1) any fees owing by administrative fee payable pursuant to subsection 8.1 and, in any case where such replacement occurs as the result of a demand for payment pursuant to subsection 1.8 or 1.9, paid all amounts required to be paid to such Affected Lender under pursuant to subsection 11.9.1 and (2) the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder 1.8 or 1.9 through the date of such sale and assignment; or (B) Borrowers may prepay in full all outstanding Obligations owed to such Affected Lender and terminate such Affected Lender's Pro Rata Share of the Revolving Loan Commitment, in which case the Revolving Loan Commitment will be reduced by the amount of such Pro Rata Share. Borrowers shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Obligations owed to such Affected Lender (including, in any case where such replacement occurs as the result of a demand for payment for increased costs, such Affected Lender's increased costs for which it is entitled to reimbursement under this Agreement through the date of such prepayment), and terminate such Affected Lender's obligations under the Revolving Loan Commitment.

Optional Prepayment/Replacement of Lenders. If Within thirty (30) days after receipt by Borrowing Agent of: (a) Borrowers are required to pay increased sums to a particular written notice and demand from any Lender pursuant to the last sentence for payment of additional costs as provided in subsection 2.12.1 2.8 or Section 3.8subsection 2.9, or (b) Borrowers are notified that a Lender will not make or maintain LIBOR Portions pursuant to subsection 3.1.10 or Section 3.9, (c) a particular Lender refuses or fails to execute a waiver written notice of any provision hereof Lender’s inability to make LIBOR Loans or a consent to any amendment hereto that has been requested by Borrowers and approved by Majority Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Canadian BA Rate Loans during the existence of a Default or Event of Default pursuant to as provided in subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default 2.10 (any such LenderLender demanding such payment, having such inability or satisfying the conditions set forth in subsection 9.8(F) being referred to herein as an “Affected Lender”), Borrowers Borrowing Agent may, at its option notify Agent and such Affected Lender of its intention to take one of the actions set forth herein in subparagraphs (A) or (B) below. (A) Borrowing Agent may obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”) for such an Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain Borrowing Agent obtains a Replacement Lender that will refinance purchase all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment Commitments hereunder within one hundred twenty ninety (12090) days following notice of Borrowers’ Borrower’s intention to do so, the Affected Lender shall sell and assign all of its rights Loans and delegate all of its obligations under this Agreement Revolving Loan Commitments to such Replacement Lender in accordance with the provisions of subsection 11.9.19.9, provided that provided, however, Borrowers have (1) reimbursed such Affected Lender for (1) any fees owing administrative fee payable by such Affected Lender under to Agent pursuant to subsection 11.9.1 and 9.9 and, (2) in any case where such replacement occurs as the amount result of fees and expenses as a demand for payment of certain costs pursuant to subsection 2.8 or subsection 2.9, paid all increased costs for which such Affected Lender is entitled to reimbursement by Borrowers hereunder under subsection 2.8 or subsection 2.9 through the date of such sale and assignment.; provided, that each Replacement Lender shall be an Eligible Assignee; or

Optional Prepayment/Replacement of Lenders. If Within fifteen (a15) Borrowers are required to pay increased sums to a particular days after receipt by the Company of written notice and demand from any Lender for payment pursuant to the last sentence either of subsection 2.12.1 or Sections 10.10 and/or Section 3.8, (b) Borrowers are notified that a Lender will not make or maintain LIBOR Portions pursuant to subsection 3.1.10 or Section 3.9, (c) a particular Lender refuses or fails to execute a waiver of any provision hereof or a consent to any amendment hereto that has been requested by Borrowers and approved by Majority Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default 10.11 (any such Lender, Lender demanding such payment being referred to herein as an “"Affected Lender”"), Borrowers the Company may, at its option, notify the Agent and such Affected Lender of its intention to do one of the following: (A) the Company may obtain, at Borrowers’ the Company's expense, a replacement Lender (“"Replacement Lender”") for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to the Agent. In the event Borrowers obtain the Company obtains a Replacement Lender that will refinance all outstanding Obligations Debt owed to such Affected Lender (and, concurrently therewith, pay or cause the Company to pay such additional fees, costs and expenses then due and owing to such Affected Lender under the terms of this Agreement) and assume its entire Revolving Loan Commitment Commitments hereunder within one hundred twenty ninety (12090) days following notice of Borrowers’ the Company's intention to do so, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 11.9.1Section 12.6, provided that Borrowers have reimbursed the Company has paid all amounts required to be paid to such Affected Lender for (1) any fees owing by such Affected Lender under subsection 11.9.1 pursuant to each of Sections 10.10 and (2) the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder Section 10.11 through the date of such sale and assignment.; or (B) the Company may prepay in full all outstanding Debt owed to such Affected Lender, together with such additional fees, costs and expenses then due and owing to such Affected Lender under the terms of this Agreement, and terminate such Affected Lender's pro rate share of each applicable Commitment, in which case each applicable Commitment will be reduced by the amount of such pro rata share. The Company shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Debt owed to such Affected Lender (including, in any case where such replacement occurs as the result of a demand for payment for increased costs, such Affected Lender's increased costs for which it is entitled to reimbursement under this Agreement

Optional Prepayment/Replacement of Lenders. If Within sixty (a60) Borrowers are required to pay increased sums to a particular days after ------------------------------------------ receipt by Borrower of written notice and demand from any Lender pursuant to the last sentence of subsection 2.12.1 or Section 3.8, (b) Borrowers are notified that a Lender will not make or maintain LIBOR Portions for payment pursuant to subsection 3.1.10 1.2(A), 1.7 or Section 3.91.8 (the items for which payment has been demanded are referred to as "Increased Costs") or, (c) a particular as provided in subsection 8.3(C), in the case of certain refusals by any Lender refuses or fails participant to execute a waiver of any provision hereof or a consent to any amendment hereto certain proposed amendments, modifications, terminations or waivers with respect to this Agreement that has have been requested by Borrowers and approved by Majority Requisite Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default (any such Lender, Lender demanding such payment or Lender or participant refusing to consent being referred to herein as an “"Affected Lender”"), Borrowers Borrower may, at its option, notify Agent and such Affected Lender of its intention to do one of the following: (A) Borrower may obtain, at Borrowers’ Borrower's expense, a replacement Lender or participant (“"Replacement Lender”") for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain Borrower obtains a Replacement Lender that will refinance all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment Commitments hereunder within one hundred twenty ninety (12090) days following notice of Borrowers’ Borrower's intention to do soso (it being agreed that if Borrower fails to obtain a Replacement Lender within such ninety (90) day period, Borrower shall (i) not be obligated to prepay in full the outstanding Obligations owed to such Affected Lender as provided in clause (B) below, (ii) not be permitted to replace such Affected Lender on account of demand for payment of such costs and expenses and (iii) continue to pay to such Lender Increased Costs), the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement and any other Loan Documents to such Replacement Lender in accordance with the provisions of subsection 11.9.18.1, provided that Borrowers have Borrower has reimbursed such -------- Affected Lender for any administrative fee payable pursuant to subsection 8.1 and, in any case where such replacement occurs as the result of a demand for payment pursuant to subsection 1.2(A), 1.7 or 1.8, paid all amounts required to be paid to such Affected Lender for (1) any fees owing by such Affected Lender under pursuant to subsection 11.9.1 and (2) the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder 1.2(A), 1.7 or 1.8 through the date of such sale and assignment; or (B) Borrower may prepay in full all outstanding Obligations owed to such Affected Lender and terminate such Affected Lender's Pro Rata Share of the Revolving Loan Commitment, in which case the Revolving Loan Commitment will be reduced by the amount of such Pro Rata Share. If Borrower so elects, Borrower shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Obligations owed to such Affected Lender (including, in any case where such replacement occurs as the result of a demand for payment pursuant to subsections 1.2(A), 1.7 or 1.8, all amounts required to be paid to such Affected Lender pursuant to subsections 1.2(A), 1.7 or 1.8 through the date of such prepayment), and terminate such Affected Lender's obligations under the Revolving Loan Commitment.

Optional Prepayment/Replacement of Lenders. If Within fifteen (a15) Borrowers are required to pay increased sums to a particular days after receipt by Borrower of written notice and demand from any Lender pursuant to the last sentence of subsection 2.12.1 or Section 3.8, (b) Borrowers are notified that a Lender will not make or maintain LIBOR Portions for payment pursuant to subsection 3.1.10 1.8 or Section 3.91.9 or, (c) a particular as provided in subsection 8.3(C), in the case of certain refusals by any Lender refuses or fails to execute a waiver of any provision hereof or a consent to any amendment hereto certain proposed amendments, modifications, terminations or waivers with respect to this Agreement that has have been requested by Borrowers and approved by Majority Requisite Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default (any such Lender, Lender demanding such payment or refusing to so consent being referred to herein as an “"Affected Lender”"), Borrowers Borrower may, at its option, notify Agent and such Affected Lender of its intention to do one of the following: (A) Borrower may obtain, at Borrowers’ Borrower's expense, a replacement Lender (“"Replacement Lender”") for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain Borrower obtains a Replacement Lender that will refinance purchase all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment commitments hereunder within one hundred twenty ninety (12090) days following notice of Borrowers’ Borrower's intention to do so, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 11.9.18.1, provided that Borrowers have Borrower has reimbursed such Affected Lender for (1) any fees owing by administrative fee payable pursuant to subsection 8.1 and, in any case where such replacement occurs as the result of a demand for payment pursuant to subsection 1.8 or 1.9, paid all amounts required to be paid to such Affected Lender under pursuant to subsection 11.9.1 and (2) the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder 1.8 or 1.9 through the date of such sale and assignment; or (B) Borrower may prepay in full all outstanding Obligations owed to such Affected Lender and terminate such Affected Lender's Pro Rata Share of the Revolving Loan Commitment, in which case the Revolving Loan Commitment will be reduced by the amount of such Pro Rata Share. Borrower shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Obligations owed to such Affected Lender (including, in any case where such prepayment occurs as the result of a demand for payment for increased costs, such Affected Lender's increased costs for which it is entitled to reimbursement under this Agreement through the date of such prepayment), and terminate such Affected Lender's obligations under the Revolving Loan Commitment.

Optional Prepayment/Replacement of Lenders. If Within fifteen (a15) Borrowers are required to pay increased sums to a particular days after receipt by Borrower Representative of written notice and demand from any Lender pursuant to the last sentence of subsection 2.12.1 or Section 3.8, (b) Borrowers are notified that a Lender will not make or maintain LIBOR Portions for payment pursuant to subsection 3.1.10 1.8 or Section 3.91.9 or, (c) a particular as provided in subsection 8.3(C), in --------------------- ---------------- the case of certain refusals by any Lender refuses or fails to execute a waiver of any provision hereof or a consent to any amendment hereto certain proposed amendments, modifications, terminations or waivers with respect to this Agreement that has have been requested by Borrowers and approved by Majority Requisite Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default (any such Lender, Lender demanding such payment or refusing to consent an “"Affected Lender”"), Borrowers may, at their option, notify Agent and such Affected Lender of their intention to do one of the following: (A) Borrowers may obtain, at Borrowers’ ' expense, a replacement Lender (“"Replacement Lender”") for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain a Replacement Lender that will refinance all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment Commitments hereunder within one hundred twenty ninety (12090) days following notice of Borrowers’ ' intention to do so, the Affected Lender shall sell and assign its Loans and Commitments and all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 11.9.18.1, provided that -------------- -------- Borrowers have reimbursed such Affected Lender for (1) any fees owing by administrative fee payable pursuant to subsection 8.1 and, in any -------------- case where such replacement occurs as the result of a demand for payment pursuant to subsection 1.8 or 1.9, paid all amounts --------------------- required to be paid to such Affected Lender under pursuant to subsection 11.9.1 and (2) the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder 1.8 or 1.9 through the date of such sale and --------------------- assignment; or (B) Borrowers may prepay in full all outstanding Obligations owed to such Affected Lender and terminate such Affected Lender's Pro Rata Share of the Commitments, in each case the Commitments will be reduced by the amount of such Pro Rata Share. Borrowers shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Obligations owed to such Affected Lender (including, in any case where such replacement occurs as the result of a demand for payment for increased costs, such Affected Lender's increased costs for which it is entitled to reimbursement under this Agreement through the date of such prepayment), and terminate such Affected Lender's Commitments.

Optional Prepayment/Replacement of Lenders. If Within fifteen (a15) Borrowers are required to pay increased sums to a particular days after receipt by Borrower of written notice and demand from any Lender pursuant to the last sentence of subsection 2.12.1 or Section 3.8, (b) Borrowers are notified that a Lender will not make or maintain LIBOR Portions for payment pursuant to subsection 3.1.10 1.8 or Section 3.91.9 or, (c) a particular as provided in subsection 8.3(C), in the case of certain refusals by any Lender refuses or fails to execute a waiver of any provision hereof or a consent to any amendment hereto certain proposed amendments, modifications, terminations or waivers with respect to this Agreement that has have been requested by Borrowers and approved by Majority Requisite Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default (any such Lender, Lender demanding such payment or refusing to so consent being referred to herein as an “"Affected Lender”"), Borrowers Borrower may, at its option, notify Agent and such Affected Lender of its intention to do one of the following: (A) Borrower may obtain, at Borrowers’ Borrower's expense, a replacement Lender (“"Replacement Lender”") for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain Borrower obtains a Replacement Lender that will refinance purchase all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment commitments hereunder within one hundred twenty ninety (12090) days following notice of Borrowers’ Borrower's intention to do so, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 11.9.18.1, provided that Borrowers have Borrower has reimbursed such Affected Lender for (1) any fees owing by administrative fee payable pursuant to subsection 8.1 and, in any case where such replacement occurs as the result of a demand for payment pursuant to subsection 1.8 or 1.9, paid all amounts required to be paid to such Affected Lender under pursuant to subsection 11.9.1 and (2) the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder 1.8 or 1.9 through the date of such sale and assignment; or (B) With the prior written approval of the Requisite Lenders (calculated without giving effect to the Loans and Revolving Loan Commitment of the applicable Affected Lender), Borrower may prepay in full all outstanding Obligations owed to such Affected Lender (without any premium required with respect to the prepayment of Term Loan B) and terminate such Affected Lender's Pro Rata Share of the Revolving Loan Commitment, in which case the Revolving Loan Commitment will be reduced by the amount of such Pro Rata Share. Borrower shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Obligations owed to such Affected Lender (including, in any case where such prepayment occurs as the result of a demand for payment for increased costs, such Affected Lender's increased costs for which it is entitled to reimbursement under this Agreement through the date of such prepayment), and terminate such Affected Lender's obligations under the Revolving Loan Commitment.

Optional Prepayment/Replacement of Lenders. If (aWithin 15 days after receipt by Borrowers of written notice and demand from any Lender for payment of additional costs as provided in subsection 2.7 or subsection 2.8 or, as provided in subsection 9.4(C) Borrowers are required in als by any Lender to pay increased sums consent to a particular certain proposed amendments, modifications, terminations or waivers with respect to this Agreement that have been approved by Requisite Lenders or if any Lender pursuant is unable to the last sentence of subsection 2.12.1 or Section 3.8, (b) Borrowers are notified that a Lender will not make or maintain or continue LIBOR Portions pursuant Loans or if any Lender defaults in its obligation to subsection 3.1.10 or Section 3.9, (c) make a particular Lender refuses or fails to execute a waiver Loan in accordance with the terms of any provision hereof or a consent to any amendment hereto that has been requested by Borrowers and approved by Majority Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default this Agreement (any such Lender, Lender demanding such payment or refusing to so consent or agree being referred to herein as an “Affected Lender”), Borrowers may, at their option, notify Administrative Agent and such Affected Lender of its intention to do one of the following: (a) Borrowers may obtain, at Borrowers’ ' expense, a replacement Lender (“"Replacement Lender”") for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Administrative Agent. In the event Borrowers obtain a Replacement Lender that will refinance purchase all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment Commitments hereunder within one hundred twenty (120) 90 days following notice of Borrowers’ intention to do so, the Affected Lender shall sell and assign all of its rights Loans and delegate all of its obligations under this Agreement Commitments to such Replacement Lender in accordance with the provisions of subsection 11.9.19.5; provided, provided that Borrowers have (i) reimbursed such Affected Lender for any administrative fee payable pursuant to subsection 9.5 and, (1ii) in any fees owing by case where such Affected Lender under replacement occurs as the result of a demand for payment pursuant to subsection 11.9.1 and (2) the amount of fees and expenses as to 2.7 or subsection 2.8, paid all increased costs for which such Affected Lender is entitled to reimbursement by Borrowers hereunder under subsection 2.7 or subsection 2.8 through the date of such sale and assignment; or (b) Borrowers may prepay in full all outstanding Obligations owed to such Affected Lender and terminate such Affected Lender’s Commitments. Borrowers shall, within 90 days following notice of its intention to do so, prepay in full all outstanding Obligations owed to such Affected Lender, including such Affected Lender’s increased costs for which it is entitled to reimbursement under this Agreement through the date of such prepayment, but excluding any Prepayment Fee referenced in subsection 2.3(C) and terminate such Affected Lender’s Commitments.

Optional Prepayment/Replacement of Lenders. If Within fifteen (a15) Borrowers are required to pay increased sums to a particular days after receipt by Borrower of written notice and demand from any Lender pursuant to the last sentence of subsection 2.12.1 or Section 3.8, (b) Borrowers are notified that a Lender will not make or maintain LIBOR Portions for payment pursuant to subsection 3.1.10 1.8 or Section 3.91.9 or, (c) a particular as provided in subsection 8.3(C), in the case of certain refusals by any Lender refuses or fails to execute a waiver of any provision hereof or a consent to any amendment hereto certain proposed amendments, modifications, terminations or waivers with respect to this Agreement that has have been requested by Borrowers and approved by Majority Requisite Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default (any such Lender, Lender demanding such payment or refusing to so consent being referred to herein as an “"Affected Lender”"), Borrowers Borrower may, at its option, notify Agent and such Affected Lender of its intention to do one of the following: (A) Borrower may obtain, at Borrowers’ Borrower's expense, a replacement Lender (“"Replacement Lender”") for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain Borrower obtains a Replacement Lender that will refinance purchase all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment commitments hereunder within one hundred twenty ninety (12090) days following notice of Borrowers’ Borrower's intention to do so, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 11.9.18.1, provided that Borrowers have Borrower has reimbursed such Affected Lender for (1) any fees owing by administrative fee payable pursuant to subsection 8.1 and, in any case where such replacement occurs as the result of a demand for payment pursuant to subsection 1.8 or 1.9, paid all amounts required to be paid to such Affected Lender under pursuant to subsection 11.9.1 and (2) the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder 1.8 or 1.9 through the date of such sale and assignment; or (B) Borrower may prepay in full all outstanding Obligations owed to such Affected Lender and terminate such Affected Lender's Pro Rata Share of the Loans in which case the outstanding principal balance of the Loans shall be reduced by the amount of such Pro Rata Share. Borrower shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Obligations owed to such Affected Lender (including, in any case where such prepayment occurs as the result of a demand for payment for increased costs, such Affected Lender's increased costs for which it is entitled to reimbursement under this Agreement through the date of such prepayment), and terminate such Affected Lender's obligations under the Loans.

Optional Prepayment/Replacement of Lenders. If Within fifteen (a15) Borrowers are required to pay increased sums to a particular days after receipt by Borrower of written notice and demand from any Lender for payment pursuant to Section 2.8 or, as provided in Section 8.9(c), in the last sentence case of subsection 2.12.1 or Section 3.8, (b) Borrowers are notified that a certain refusals by any Lender will not make or maintain LIBOR Portions pursuant to subsection 3.1.10 or Section 3.9, (c) a particular Lender refuses or fails to execute a waiver of any provision hereof or a consent to any amendment hereto certain proposed amendments, modifications, terminations or waivers with respect to this Agreement that has have been requested by Borrowers and approved by Majority Required Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default (any such Lender, Lender demanding such payment or refusing to so consent being referred to herein as an “Affected Lender”), Borrowers Borrower may, at its option, notify Agent and such Affected Lender of its intention to do one of the following: (a) Borrower may obtain, at Borrowers’ Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain Borrower obtains a Replacement Lender that will refinance purchase all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment commitments hereunder (and under any participations sold by such Affected Lender pursuant to Section 10.2 hereof) within one hundred twenty ninety (12090) days following notice of Borrowers’ Borrower’s intention to do so, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 11.9.1Section 10.1, provided that Borrowers have Borrower has reimbursed such Affected Lender for (1) any fees owing by administrative fee payable pursuant to Section 10.1 and, in any case where such replacement occurs as the result of a demand for payment pursuant to Section 2.8, paid all amounts required to be paid to such Affected Lender under subsection 11.9.1 and (2) the amount of fees and expenses as pursuant to which such Affected Lender is entitled to reimbursement by Borrowers hereunder Section 2.8 through the date of such sale and assignment; or (b) Borrower may prepay in full all outstanding Obligations owed to such Affected Lender and terminate such Affected Lender’s Commitment, in which case the Revolving Loan Commitment will be reduced by the amount thereof. Borrower shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Obligations owed to such Affected Lender (including, in any case where such prepayment occurs as the result of a demand for payment for increased costs, such Affected Lender’s increased costs for which it is entitled to reimbursement under this Agreement through the date of such prepayment), and terminate such Affected Lender’s obligations under the Revolving Loan Commitment.

Optional Prepayment/Replacement of Lenders. If Within thirty (a30) Borrowers are required to pay increased sums to a particular days after receipt by Borrower of written notice and demand from any Lender pursuant to the last sentence of subsection 2.12.1 or Section 3.8, (b) Borrowers are notified that a Lender will not make or maintain LIBOR Portions for payment pursuant to subsection 3.1.10 1.8 or Section 3.91.9 or, (c) a particular as provided in subsection 8.3(C), in the case of certain refusals by any Lender refuses or fails to execute a waiver of any provision hereof or a consent to any amendment hereto certain proposed amendments, modifications, terminations or waivers with respect to this Agreement that has have been requested by Borrowers and approved by Majority Requisite Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default (any such Lender, Lender demanding such payment or refusing to so consent being referred to herein as an “"Affected Lender”"), Borrowers Borrower may, at its option, notify Agent and such Affected Lender of its intention to do one of the following: (A) Borrower may obtain, at Borrowers’ Borrower's expense, a replacement Lender (“"Replacement Lender”") for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain Borrower obtains a Replacement Lender that will refinance purchase all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment commitments hereunder within one hundred twenty ninety (12090) days following notice of Borrowers’ Borrower's intention to do so, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 11.9.18.1, provided that Borrowers have Borrower has reimbursed such Affected Lender for (1) any fees owing by administrative fee payable pursuant to subsection 8.1 and, in any case where such replacement occurs as the result of a demand for payment pursuant to subsection 1.8 or 1.9, paid all amounts required to be paid to such Affected Lender under pursuant to subsection 11.9.1 and (2) the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder 1.8 or 1.9 through the date of such sale and assignment; or (B) Borrower may prepay in full all outstanding Obligations owed to such Affected Lender and terminate such Affected Lender's Pro Rata Share of the Revolving Loan Commitment, in which case the Revolving Loan Commitment will be reduced by the amount of such Pro Rata Share. Borrower shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Obligations owed to such Affected Lender (including, in any case where such prepayment occurs as the result of a demand for payment for increased costs, such Affected Lender's increased costs for which it is entitled to reimbursement under this Agreement through the date of such prepayment), and terminate such Affected Lender's obligations under the Revolving Loan Commitment.

Optional Prepayment/Replacement of Lenders. If Within fifteen (a15) Borrowers are required to pay increased sums to a particular days after receipt by Borrower of written notice and demand from any Lender pursuant to the last sentence of subsection 2.12.1 or Section 3.8, (b) Borrowers are notified that a Lender will not make or maintain LIBOR Portions for payment pursuant to subsection 3.1.10 1.8 or Section 3.91.9 or, (c) a particular as provided in subsection 8.3(C), in the case of certain refusals by any Lender refuses or fails to execute a waiver of any provision hereof or a consent to any amendment hereto certain proposed amendments, modifications, terminations or waivers with respect to this Agreement that has have been requested by Borrowers and approved by Majority Requisite Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default (any such Lender, Lender demanding such payment or refusing to consent being referred to herein as an “"Affected Lender”"), Borrowers Borrower may, at its option, notify Agent and such Affected Lender of its intention to do one of the following: (A) Borrower may obtain, at Borrowers’ Borrower's expense, a replacement Lender (“"Replacement Lender”") for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain Borrower obtains a Replacement Lender that will refinance all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment hereunder within one hundred twenty thirty (12030) days following notice of Borrowers’ Borrower's intention to do so, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 11.9.18.1, provided that Borrowers have Borrower has reimbursed such Affected Lender for (1) any fees owing by administrative fee payable pursuant to subsection 8.1 and, in any case where such replacement occurs as the result of a demand for payment pursuant to subsection 1.8 or 1.9, paid all amounts required to be paid to such Affected Lender under pursuant to subsection 11.9.1 and (2) the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder 1.8 or 1.9 through the date of such sale and assignment; or (B) Borrower may prepay in full all outstanding Obligations owed to such Affected Lender and terminate such Affected Lender's Pro Rata Share of the Revolving Loan Commitment, in which case the Revolving Loan Commitment will be reduced by the amount of such Pro Rata Share. Borrower shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Obligations owed to such Affected Lender (including, in any case where such replacement occurs as the result of a demand for payment for increased costs, such Affected Lender's increased costs for which it is entitled to reimbursement under this Agreement through the date of such prepayment), and terminate such Affected Lender's obligations under the Revolving Loan Commitment.

Optional Prepayment/Replacement of Lenders. If Within fifteen (a15) Borrowers are required to pay increased sums to a particular days after receipt by Borrower of written notice and demand from any Lender pursuant to the last sentence of subsection 2.12.1 or Section 3.8, (b) Borrowers are notified that a Lender will not make or maintain LIBOR Portions for payment pursuant to subsection 3.1.10 1.8 or Section 3.91.9 or, (c) a particular as provided in subsection 8.3(C), in the case of certain refusals by any Lender refuses or fails to execute a waiver of any provision hereof or a consent to any amendment hereto certain proposed amendments, modifications, terminations or waivers with respect to this Agreement that has have been requested by Borrowers and approved by Majority Requisite Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default (any such Lender, Lender demanding such payment or refusing to so consent being referred to herein as an “Affected Lender”), Borrowers Borrower may, at its option, notify Agent and such Affected Lender of its intention to do one of the following: (A) Borrower may obtain, at Borrowers’ Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain Borrower obtains a Replacement Lender that will refinance purchase all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment commitments hereunder within one hundred twenty ninety (12090) days following notice of Borrowers’ Borrower’s intention to do so, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 11.9.18.1, provided that Borrowers have Borrower has reimbursed such Affected Lender for (1) any fees owing by administrative fee payable pursuant to subsection 8.1 and, in any case where such replacement occurs as the result of a demand for payment pursuant to subsection 1.8 or 1.9, paid all amounts required to be paid to such Affected Lender under pursuant to subsection 11.9.1 and (2) the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder 1.8 or 1.9 through the date of such sale and assignment; or (B) Borrower may prepay in full all outstanding Obligations owed to such Affected Lender and terminate such Affected Lender’s Pro Rata Share of the Revolving Loan Commitment, in which case the Revolving Loan Commitment will be reduced by the amount of such Pro Rata Share. Borrower shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Obligations owed to such Affected Lender (including, in any case where such prepayment occurs as the result of a demand for payment for increased costs, such Affected Lender’s increased costs for which it is entitled to reimbursement under this Agreement through the date of such prepayment), and terminate such Affected Lender’s obligations under the Revolving Loan Commitment.

Optional Prepayment/Replacement of Lenders. If (a) Borrowers are required to pay increased sums to a particular Within 15 days after receipt by Borrower of written notice and demand from any Lender pursuant to the last sentence of subsection 2.12.1 or Section 3.8, (b) Borrowers are notified that a Lender will not make or maintain LIBOR Portions for payment pursuant to subsection 3.1.10 1.8 or Section 3.91.9 or, (c) a particular as provided in subsection 8.3(C), in the case of certain refusals by any Lender refuses or fails to execute a waiver of any provision hereof or a consent to any amendment hereto certain proposed amendments, modifications, terminations or waivers with respect to this Agreement that has have been requested by Borrowers and approved by Majority Requisite Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default (any such Lender, Lender demanding such payment or refusing to consent being referred to herein as an “"Affected Lender”"), Borrowers Borrower may, at its option, notify Agent and such Affected Lender of its intention to do one of the following: (A) Borrower may obtain, at Borrowers’ Borrower's expense, a replacement Lender (“"Replacement Lender”") for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain Borrower obtains a Replacement Lender that will refinance all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment hereunder within one hundred twenty (120) days following notice of Borrowers’ intention to do soLender, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 11.9.18.1, provided that Borrowers have Borrower has reimbursed such Affected Lender for (1) any fees owing by administrative fee payable pursuant to subsection 8.1 and, in any case where such replacement occurs as the result of a demand for payment pursuant to subsection 1.8 or 1.9, paid all amounts required to be paid to such Affected Lender under pursuant to subsection 11.9.1 and (2) the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder 1.8 or 1.9 through the date of such sale and assignment; or (B) Borrower shall, within 90 days following notice of its intention to do so, prepay in full all outstanding Obligations owed to such Affected Lender (including, in any case where such replacement occurs as the result of a demand for payment for increased costs, such Affected Lender's increased costs for which it is entitled to reimbursement under this Agreement through the date of such prepayment).

Optional Prepayment/Replacement of Lenders. If Within fifteen (a15) Borrowers are required to pay increased sums to a particular days after receipt by Borrower of written notice and demand from any Lender pursuant to the last sentence of subsection 2.12.1 or Section 3.8, (b) Borrowers are notified that a Lender will not make or maintain LIBOR Portions for payment pursuant to subsection 3.1.10 1.8 or Section 3.91.9 or, (c) a particular as provided in subsection 8.3(C), in the case of certain refusals by any Lender refuses or fails to execute a waiver of any provision hereof or a consent to any amendment hereto certain proposed amendments, modifications, terminations or waivers with respect to this Agreement that has have been requested by Borrowers and approved by Majority Requisite Lenders or (d) a particular Lender has exercised its option to refuse to fund additional Revolving Credit Loans during the existence of a Default or Event of Default pursuant to subsection 10.2.2 at a time when Majority Lenders continue funding Revolving Credit Loans notwithstanding the existence of such Default or Event of Default (any such Lender, Lender demanding such payment or refusing to consent being referred to herein as an “"Affected Lender”"), Borrowers Borrower may, at its option, notify Agent and such Affected Lender of its intention to do one of the following: (A) Borrower may obtain, at Borrowers’ Borrower's expense, a replacement Lender (“"Replacement Lender”") for such Affected Lender, which Replacement Lender shall be reasonably satisfactory to Agent. In the event Borrowers obtain Borrower obtains a Replacement Lender that will refinance all outstanding Obligations owed to such Affected Lender and assume its entire Revolving Loan Commitment hereunder within one hundred twenty thirty (12030) days following notice of Borrowers’ Borrower's intention to do so, the Affected Lender shall sell and assign all of its rights and delegate all of its obligations under this Agreement to such Replacement Lender in accordance with the provisions of subsection 11.9.18.1, provided PROVIDED that Borrowers have Borrower has reimbursed such Affected Lender for (1) any fees owing by administrative fee payable pursuant to subsection 8.1 and, in any case where such replacement occurs as the result of a demand for payment pursuant to subsection 1.8 or 1.9, paid all amounts required to be paid to such Affected Lender under pursuant to subsection 11.9.1 and (2) the amount of fees and expenses as to which such Affected Lender is entitled to reimbursement by Borrowers hereunder 1.8 or 1.9 through the date of such sale and assignment; or (B) Borrower may prepay in full all outstanding Obligations owed to such Affected Lender and terminate such Affected Lender's Pro Rata Share of the Revolving Loan Commitment, in which case the Revolving Loan Commitment will be reduced by the amount of such Pro Rata Share. Borrower shall, within ninety (90) days following notice of its intention to do so, prepay in full all outstanding Obligations owed to such Affected Lender (including, in any case where such replacement occurs as the result of a demand for payment for increased costs, such Affected Lender's increased costs for which it is entitled to reimbursement under this Agreement through the date of such prepayment), and terminate such Affected Lender's obligations under the Revolving Loan Commitment.