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 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.