Common use of Optional Termination of Commitments Clause in Contracts

Optional Termination of Commitments. (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.13, 2.14, 2.15 or 2.16, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.14 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iii) being a “Retiring Lender”), the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.07(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.07; and (B) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall continue to govern the rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, upon express written consent of a majority of the Continuing Lenders, the Borrower shall have the right to terminate the Revolving Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Letter of Credit Liabilities held by the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.11, 2.15, 2.16 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall continue to govern the rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.

Optional Termination of Commitments. (Non-Pro-Rata). If (i) any Lender or other Protected Party has demanded compensation or indemnification pursuant to Sections 2.13Section 3.01, 2.14, 2.15 3.03 or 2.163.04, (ii) the obligation of any the applicable Lender to make Euro-Dollar fund its Loans at the applicable Adjusted EurodollarInterest Rate has been suspended pursuant to Section 2.14 or 3.02, (iii) a Market Disruption Event exists or is in effect with respect to any Loan for any day during any Interest Period or (iv) any Lender is has failed to consent to a Defaulting Lender (each such Lender described in clauses (i)proposed amendment, (ii) waiver, discharge or (iii) being a “Retiring Lender”)termination which pursuant to the terms of Section 11.03 or any other provision of any Loan Document requires the consent of the Required Lenders or all of the Lenders, the Borrower shall have the right, if no Default or Event with the prior written consent of Default then existsthe Agent, to (i) remove such Lender and all related Protected Parties by terminating the Commitment of the related Committed Lender in full or (ii) replace such Lender with and all related Protected Parties by causing the related Committed Lender to assign its Commitment to one or more existing Committed Lenders or Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable pursuant to the Administrative AgentSection 11.06. The replacement of a Retiring Lender pursuant to this Section 2.07(b2.08(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice of such replacement to the Retiring Lender and each Continuing Lender Lenders through the Administrative Agent, subject to the satisfaction of the following conditions: : (i) the Replacement each replacement Committed Lender and/or Eligible Assignee, and each Protected Party subject to replacement, shall have satisfied the conditions to assignment an Assignment and assumption Acceptance set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower11.06(b) and, in connection therewith, the Replacement replacement Committed Lender(s) and/or Eligible Assignee(s) shall pay: (A) pay to the Retiring Lender each Protected Party subject to replacement an amount equal in the aggregate to the sum of (xA) the principal of, and all accrued but unpaid interest on, all its outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (zB) all accrued but unpaid fees owing to the Retiring Lender it pursuant to Section 2.072.09; and (B) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender; and and (ii) the Borrower shall have paid (from the Discretionary Account or otherwise) to the Administrative Agent for the account of the Retiring Lender each replaced Protected Party an amount equal to all obligations owing to the Retiring Lender such replaced Protected Party by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On In the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder, and case of the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall continue to govern the rights and obligations removal of a Retiring Lender with respect Protected Party pursuant to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoingthis Section 2.08(b), upon express written consent of a majority of the Continuing Lenders, the Borrower shall have the right to terminate the Revolving Commitment of a Retiring Lender in full. Upon payment by the Borrower (from the Discretionary Account or otherwise) to the Administrative Agent for the account of the Retiring Lender Protected Party subject to such removal of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Letter of Credit Liabilities held by the Retiring Lender such Protected Party and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender such Protected Party hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender such Protected Party under Article III or Sections 2.11, 2.15, 2.16 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 11.05 and 9.03) shall continue to govern the rights 747656567 17557858 69 Fifth Amended and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.Restated Warehouse Loan Agreement

Optional Termination of Commitments. (Non-Pro-Rata). If (i) any Lender or other Protected Party has demanded compensation or indemnification pursuant to Sections 2.13Section 3.01, 2.14, 2.15 3.03 or 2.163.04, (ii) the obligation of any Lender to make Euro-Dollar fund its Loans at the Adjusted Eurodollar Rate has been suspended pursuant to Section 2.14 3.02 or (iii) any Lender is has failed to consent to a Defaulting Lender (each such Lender described in clauses (i)proposed amendment, (ii) waiver, discharge or (iii) being a “Retiring Lender”)termination which pursuant to the terms of Section 11.01 or any other provision of any Loan Document requires the consent of the Required Lenders or all of the Lenders, the Borrower shall have the right, if no Default or Event with the prior written consent of Default then existsthe Agent, to (i) remove such Lender and all related Protected Parties by terminating the Commitment of the related Committed Lender in full or (ii) replace such Lender with and all related Protected Parties by causing the related Committed Lender to assign its Commitment to one or more existing Committed Lenders or Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable pursuant to the Administrative AgentSection 11.06. The replacement of a Retiring Lender pursuant to this Section 2.07(b2.08(b) shall be effective on the tenth Business Day (the “"Replacement Date”") following the date of notice of such replacement to the Retiring Lender and each Continuing Lender Lenders through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement each replacement Committed Lender and/or Eligible Assignee, and each Protected Party subject to replacement, shall have satisfied the conditions to assignment an Assignment and assumption Acceptance set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower11.06(b) and, in connection therewith, the Replacement replacement Committed Lender(s) and/or Eligible Assignee(s) shall pay: (A) pay to the Retiring Lender each Protected Party subject to replacement an amount equal in the aggregate to the sum of (xA) the principal of, and all accrued but unpaid interest on, all its outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (zB) all accrued but unpaid fees owing to the Retiring Lender it pursuant to Section 2.07; and (B) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender2.09; and (ii) the Borrower shall have paid (from the Discretionary Account or otherwise) to the Administrative Agent for the account of the Retiring Lender each replaced Protected Party an amount equal to all obligations owing to the Retiring Lender such replaced Protected Party by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On In the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder, and case of the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall continue to govern the rights and obligations removal of a Retiring Lender with respect Protected Party pursuant to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoingthis Section 2.08(b), upon express written consent of a majority of the Continuing Lenders, the Borrower shall have the right to terminate the Revolving Commitment of a Retiring Lender in full. Upon payment by the Borrower (from the Discretionary Account or otherwise) to the Administrative Agent for the account of the Retiring Lender Protected Party subject to such removal of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Letter of Credit Liabilities held by the Retiring Lender such Protected Party and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender such Protected Party hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender such Protected Party under Article III or Sections 2.11, 2.15, 2.16 or 9.0311.05 and 11.06, such Retiring Lender Protected Party shall cease to constitute a Lender Protected Party hereunder; provided, provided that the provisions of this Agreement (including, without limitation, the provisions of Article III and Sections 2.11, 2.15, 2.16 11.05 and 9.0311.06) shall continue to govern the rights and obligations of a Retiring Lender removed Protected Party with respect to any Loans made, any Letters of Credit issued made or any other actions taken by such Retiring Lender removed Protected Party while it was a LenderProtected Party.

Optional Termination of Commitments. (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.13, 2.14, 2.15 Section 3.01 or 2.16Section 3.04, (ii) the obligation of any Lender to make Euro-Dollar Eurodollar Loans has been suspended pursuant to Section 2.14 or 3.02, (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iiiiv) being any Lender has failed to consent to a “Retiring Lender”)proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.03 or any other provision of any Senior Finance Document requires the consent of more than the Required Lenders and with respect to which the Required Lenders shall have granted their consent, the Borrower shall have the right, if no Default or Event of Default then exists, to (i) remove such Lender by terminating such Lender's Commitment in full or (ii) replace such Lender with by causing such Lender to assign its Commitment to one or more existing Lenders or Eligible Assignees pursuant to Section 10.06; provided, however, that if the Borrower elects to exercise such right with respect to any Lender pursuant to clause (which i) or (ii) above, it shall be obligated to remove or replace, as the case may be one be, all Lenders that have similar requests then outstanding for compensation pursuant to Section 3.01 or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable 3.04 or whose obligation to the Administrative Agentmake Eurodollar Loans has been similarly suspended. The replacement of a Retiring Lender pursuant to this Section 2.07(b2.10(d) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice of such replacement to the Retiring Lender and each Continuing Lender Lenders through the Administrative AgentAgent (the "Replacement Date"), subject to the satisfaction of the following conditions: (i) each replacement Lender and/or Eligible Assignee, and the Replacement Administrative Agent acting on behalf of each Lender subject to replacement, shall have satisfied the conditions to assignment an Assignment and assumption Acceptance set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower10.06(b) and, in connection therewith, the Replacement replacement Lender(s) and/or Eligible Assignee(s) shall pay: (A) to the Retiring each Lender subject to replacement an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all its outstanding Loans of the Retiring LenderLoans, (y) the amount of all unpaid drawings LC Disbursements that have been funded by (and not reimbursed to) the Retiring Lender it under Section 3.102.05, together with all accrued but unpaid interest with respect thereto thereto, and (z) all accrued but unpaid fees owing to the Retiring Lender it pursuant to Section 2.072.11; and (B) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender replaced Lenders to the Issuing Lenders as reimbursement pursuant to Section 3.092.05, to the extent such amount was not theretofore funded by such Retiring Lenderreplaced Lenders; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring each replaced Lender an amount equal to all obligations owing to the Retiring Lender such replaced Lenders by the Borrower pursuant to this Agreement and the other Loan Senior Finance Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On In the Replacement Datecase of the removal of a Lender pursuant to this Section 2.10(d), each Replacement upon (i) payment by the Borrower to the Administrative Agent for the account of the Lender that is a New subject to such removal of an amount equal to the sum of (A) the aggregate principal amount of all Loans and LC Obligations held by such Lender shall become a and (B) all accrued interest, fees and other amounts owing to such Lender hereunder, including, without limitation, all amounts payable by the Borrower to such Lender under Article III or Sections 10.04 and 10.05, and (ii) provision by the Retiring Borrower to the Swingline Lender shall and each Issuing Lender of appropriate assurances and indemnities (which may include letters of credit) as each may reasonably require with respect to any continuing obligation of such removed Lender to purchase Participation Interests in any LC Obligations or Swingline Loans then outstanding, such Lender shall, without any further consent or other action by it, cease to constitute a Lender hereunder; provided, provided that the provisions of this Agreement (including, without limitation, the provisions of Article III and Sections 2.11, 2.15, 2.16 10.04 and 9.0310.05) shall continue to govern the rights and obligations of a Retiring removed Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, upon express written consent of a majority of the Continuing Lenders, the Borrower shall have the right to terminate the Revolving Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Letter of Credit Liabilities held by the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.11, 2.15, 2.16 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall continue to govern the rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring removed Lender while it was a Lender.

Optional Termination of Commitments. (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Sections 2.13, 2.14, 2.15 or 2.16, (ii) the obligation of any Lender to make Euro-Dollar Loans has been suspended pursuant to Section 2.14 or (iii) any Lender is a Defaulting Lender (each such Lender described in clauses (i), (ii) or (iii) being a “"Retiring Lender”"), the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender with one or more Eligible Assignees (which may be one or more of the Continuing Lenders) (each a “"Replacement Lender” " and, collectively, the “"Replacement Lenders”") reasonably acceptable to the Administrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.07(b) shall be effective on the tenth Business Day (the “"Replacement Date”") following the date of notice of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall have satisfied the conditions to assignment and assumption set forth in Section 9.06(c) (with all fees payable pursuant to Section 9.06(c) to be paid by the Borrower) and, in connection therewith, the Replacement Lender(s) shall pay: (A) to the Retiring Lender an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender, (y) all unpaid drawings that have been funded by (and not reimbursed to) the Retiring Lender under Section 3.10, together with all accrued but unpaid interest with respect thereto and (z) all accrued but unpaid fees owing to the Retiring Lender pursuant to Section 2.07; and (B) to the Issuing Lenders an amount equal to the aggregate amount owing by the Retiring Lender to the Issuing Lenders as reimbursement pursuant to Section 3.09, to the extent such amount was not theretofore funded by such Retiring Lender; and (ii) the Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall continue to govern the rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender. In lieu of the foregoing, upon express written consent of a majority of the Continuing Lenders, the Borrower shall have the right to terminate the Revolving Commitment of a Retiring Lender in full. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (i) the aggregate principal amount of all Loans and Letter of Credit Liabilities held by the Retiring Lender and (ii) all accrued interest, fees and other amounts owing to the Retiring Lender hereunder, including, without limitation, all amounts payable by the Borrower to the Retiring Lender under Sections 2.11, 2.15, 2.16 or 9.03, such Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of this Agreement (including, without limitation, the provisions of Sections 2.11, 2.15, 2.16 and 9.03) shall continue to govern the rights and obligations of a Retiring Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such Retiring Lender while it was a Lender.