Common use of Removal of Lender Clause in Contracts

Removal of Lender. Notwithstanding anything herein to the contrary, the Borrower may, at any time in its sole discretion, remove any Lender upon 15 Business Days’ written notice to such Lender and the Administrative Agent (the contents of which notice shall be promptly communicated by the Administrative Agent to each other Lender), such removal to be effective at the expiration of such 15-day notice period; provided, however, that no Lender may be removed hereunder (i) at a time when an Event of Default shall have occurred and be continuing or (ii) after giving effect to the removal, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removal, the Borrower shall pay to such removed Lender all amounts owing to such Lender hereunder and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “Lender” for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments of such removed Lender shall immediately terminate and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among the remaining Lenders according to their Pro Rata Share. Such removal will not, however, affect the Commitments of any other Lender hereunder.

Removal of Lender. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrower may, at any time in its sole discretion, remove any Lender upon 15 Business Days’ written notice to such Lender and the Administrative Agent (the contents of which notice shall be promptly communicated by the Administrative Agent to each other Lenderand the Lenders), such removal to be effective at the expiration of such 15-day notice period; provided, however, that no Lender may be removed hereunder (i) at a time when an Event of Default shall have occurred and be continuing or (ii) after giving effect to the removal, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitmentscontinuing. Each notice by the Borrower under this Section 9.19 shall constitute a representation by the Borrower that the removal described in such notice is permitted under this SectionSection 9.19. Concurrently with such removalremoval and as a condition thereof, the Borrower shall pay to such removed Lender (or, if such Lender is a Defaulting Lender, to Agent) all amounts owing to such Lender hereunder (including any amounts arising under Section 3.4 as a consequence of such removal) and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “Lender” for purposes of this Agreement Agreement, except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments Commitment of such removed Lender shall immediately terminate and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among the remaining Lenders according to their Pro Rata Shareterminate. Such removal will not, however, affect the Commitments of any other Lender Lenders hereunder.

Removal of Lender. Notwithstanding anything herein (a) If a Lender (i) is a Defaulting Lender or (ii) fails to give its consent to any amendment, waiver or action for which consent of all of the Lenders was required and to which the Required Lenders consented, such Lender shall, upon notice from the Borrower, execute and deliver to the contraryAdministrative Agent one or more Assignment and Assumptions assigning all of that Xxxxxx’s interests, rights and obligations under the Borrower mayLoan Documents to one or more Eligible Assignees designated by the Borrower, at any time subject to (A) compliance with the provisions of Section 10.04, (B) payment in its sole discretionfull of all principal, remove any Lender upon 15 Business Days’ written notice interest and fees owing to such Lender through the date of assignment (including any amounts payable pursuant to Section 2.14 but, in the case of a Defaulting Lender, excluding any amounts payable pursuant to Section 2.14(c) or (d)) and the Administrative Agent (the contents of which notice shall be promptly communicated C) delivery by the Administrative Agent to each other Lender), such removal to be effective at the expiration assignee(s) of such 15-day notice periodappropriate assurances and indemnities (which may include letters of credit) as such Lender may reasonably require with respect to its outstanding Loans and its Commitment; provided, however, that no Lender may be removed hereunder (i) at a time when an Event the failure of Default shall have occurred and be continuing or (ii) after giving effect to the removal, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removal, the Borrower shall pay to such removed Lender all amounts owing to any such Lender hereunder to execute and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender deliver to the Administrative Agent for return to such Assignment and Assumption(s) shall not render such assignment(s) invalid, and the Administrative Agent shall record such assignment(s) in the Register. Alternatively, the Borrower any Notes of may reduce the Borrower then held total Commitments (and for this purpose the minimum amounts for Commitment reductions shall not apply) by it. Effective immediately upon such full and final payment, such removed Lender will not be considered an amount equal to be a “Lender” for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments of such removed Lender shall immediately terminate and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate Commitment and pay and provide to such participation share shall be divided among Lender the remaining Lenders according to their Pro Rata Share. Such removal will notamounts, assurances and indemnities described above and release such Lender from its Commitment; provided, however, affect that the Commitment of a Defaulting Lender may not be so reduced so long as any Default or Event of Default has occurred and is continuing. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall thereafter be incorporated into this Agreement) to reflect any new Commitments of any other Lender hereunderand Pro Rata Shares.

Removal of Lender. Notwithstanding anything herein to the contrary, the Borrower may, at any time in its sole discretion, remove any Lender upon 15 Business Days’ ' written notice to such Lender and the Administrative Agent (the contents of which notice shall be promptly communicated by the Administrative Agent to each other Lender), such removal to be effective at the expiration of such 15-day notice period; provided, however, that no Lender may be removed hereunder (i) at a time when an Event of Default shall have occurred and be continuing or (ii) after giving effect to the removal, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removal, the Borrower shall pay to such removed Lender all amounts owing to such Lender hereunder and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender to the Administrative Agent for return to the CERC 5-Year Revolving Credit Agreement Borrower any Notes of the Borrower then held by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “"Lender” " for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments of such removed Lender shall immediately terminate and such Lender’s 's participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among the remaining Lenders according to their Pro Rata Share. Such removal will not, however, affect the Commitments of any other Lender hereunder.

Removal of Lender. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrower may, at any time in its sole discretion, remove any Lender upon 15 Business Days’ written notice to such Lender and the Administrative Agent (the contents of which notice shall be promptly communicated by the Administrative Agent to each other Lenderthe LC Issuers and the Lenders), such removal to be effective at the expiration of such 15-day notice period; provided, however, that no Lender may be removed hereunder (i) at a time when an Event of Default shall have occurred and be continuing or (ii) after giving effect continuing; and provided, further, that if such Lender is an LC Issuer that has issued any outstanding Facility LCs at such time, its rights and obligations as an LC Issuer with respect to the removalsuch Facility LCs shall continue in full force and effect, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitmentsnotwithstanding its removal as a Lender. Each notice by the Borrower under this Section 9.19 shall constitute a representation by the Borrower that the removal described in such notice is permitted under this SectionSection 9.19. Concurrently with such removalremoval and as a condition thereof, the Borrower shall pay to such removed Lender (or, if such Lender is a Defaulting Lender, to Agent) all amounts owing to such Lender hereunder (including any amounts arising under Section 3.4 as a consequence of such removal) and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “Lender” for purposes of this Agreement Agreement, except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments Commitment of such removed Lender shall immediately terminate and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among the remaining Lenders according to their Pro Rata Shareterminate. Such removal will not, however, affect the Commitments of any other Lender Lenders hereunder.

Removal of Lender. Notwithstanding anything herein to the contrary, the Borrower may, at any time in its sole discretion, remove any Lender upon 15 Business Days’ ' written notice to such Lender and the Administrative Agent (the contents of which notice shall be promptly communicated by the Administrative Agent to each other Lender), such removal to be effective at the expiration of such 15-day notice period; provided, however, that no Lender may be removed hereunder (i) at a time when an Event of Default shall have occurred and be continuing or (ii) after giving effect to the removal, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removal, the Borrower shall pay to such removed Lender all amounts owing to such Lender hereunder and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “"Lender” " for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments of such removed Lender shall immediately terminate and such Lender’s 's participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among the remaining Lenders according to their Pro Rata Share. Such removal will not, however, affect the Commitments of any other Lender hereunder.

Removal of Lender. Notwithstanding anything herein In the event that any Lender (the "Specified Lender") (a) fails to perform its obligation to fund any portion of the contraryLoan when required to do so by the terms of this Agreement or excused only by Section 2.17, (b) demands payment in respect of increased costs pursuant to Section 2.18 in an amount the Borrower may, at any time reasonably deems materially in its sole discretion, remove any Lender upon 15 Business Days’ written notice to such Lender and excess of the Administrative Agent (the contents of which notice shall be promptly communicated amounts in respect thereof demanded by the Administrative Agent other Lenders, or (c) refuses to each consent to a proposed amendment, modification, consent or other Lender)action requiring unanimity among the Lenders under the terms of this Agreement, as to which the Majority Lenders have given such removal to be effective at the expiration of such 15-day notice period; providedconsent, howeverthen, that so long as no Lender may be removed hereunder (i) at a time when an Event of Default shall have occurred and be continuing or (ii) after giving effect to the removal, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removalDefault Condition exists, the Borrower shall pay have the right to such removed seek a replacement Lender all amounts owing which is reasonably satisfactory to such the Agent (a "Replacement Lender"). The Replacement Lender shall purchase the interest of the Specified Lender in the Loan and shall assume the obligations of the Specified Lender hereunder upon execution by the Replacement Lender of an Assignment and Acceptance and the tender by it to the Specified Lender of a purchase price agreed by it and the Specified Lender (or, if they are unable to agree, a purchase price equal to the amount of the Specified Lender's Pro Rata Share of the Loan and all other amounts then owed by the Borrower to the Specified Lender). Upon consummation of such assignment, the Replacement Lender shall become a party to this Agreement as a signatory hereto and shall have all of the rights and obligations of the Specified Lender under this Agreement and under any the other Loan Document in immediately available fundsDocuments, and no further consent or action by any party shall be required. Upon full the consummation of such assignment, the Borrower, the Agent and final payment hereunder of all amounts owing to such removed Lender, such the Specified Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing arrangements so that a new Revolving Credit Note is issued to the removed Replacement Lender. The Borrower and the Guarantors shall sign such documents and take such other actions reasonably requested by the Replacement Lender or the Agent to enable the Replacement Lender to share in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held rights created by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “Lender” for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment other Loan Documents. Until the consummation of an assignment in accordance with the foregoing provisions of this Section 12.13, the Company shall continue to pay to or for the benefit of the Specified Lender all amounts payable hereunder. Effective immediately upon such removalwhich it is required to pay pursuant to this Agreement and the other Loan Documents, the Commitments of such removed Lender shall immediately terminate as they become due and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among the remaining Lenders according to their Pro Rata Share. Such removal will not, however, affect the Commitments of any other Lender hereunderpayable.

Removal of Lender. Notwithstanding anything herein In the event that any Lender (the "Specified Lender") (a) fails to perform its obligation to fund any portion of the contraryLoan when required to do so by the terms of this Agreement or excused only by Section 2.17, (b) demands payment in respect of increased costs pursuant to Section 2.18 in an amount the Borrower may, at any time reasonably deems materially in its sole discretion, remove any Lender upon 15 Business Days’ written notice to such Lender and excess of the Administrative Agent (the contents of which notice shall be promptly communicated amounts in respect thereof demanded by the Administrative Agent other Lenders, or (c) refuses to each consent to a proposed amendment, modification, consent or other Lender)action requiring unanimity among the Lenders under the terms of this Agreement, as to which the Majority Lenders have given such removal to be effective at the expiration of such 15-day notice period; providedconsent, howeverthen, that so long as no Lender may be removed hereunder (i) at a time when an Event of Default shall have occurred and be continuing or (ii) after giving effect to the removal, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removalDefault Condition exists, the Borrower shall pay have the right to such removed seek a replacement Lender all amounts owing which is reasonably satisfactory to such the Agent (a "Replacement Lender"). The Replacement Lender shall purchase the interest of the Specified Lender in the Loan and shall assume the obligations of the Specified Lender hereunder upon execution by the Replacement Lender of an Assignment and Acceptance and the tender by it to the Specified Lender of a purchase price agreed by it and the Specified Lender (or, if they are unable to agree, a purchase price equal to the amount of the Specified Lender's Pro Rata Share of the Loan and all other amounts then owed by the Borrower to the Specified Lender). Upon consummation of such assignment, the Replacement Lender shall become a party to this Agreement as a signatory hereto and shall have all of the rights and obligations of the Specified Lender under this Agreement and under any the other Loan Document in immediately available fundsDocuments, and no further consent or action by any party shall be required. Upon full the consummation of such assignment, the Borrower, the Agent and final payment hereunder of all amounts owing to such removed Lender, such the Specified Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder arrangements so that a new Revolving Credit Note and releasing the Borrower from all obligations owing a new Term Note are issued to the removed Replacement Lender. The Borrower and the Guarantors shall sign such documents and take such other actions reasonably requested by the Replacement Lender or the Agent to enable the Replacement Lender to share in respect of the Loans hereunder and surrender to the Administrative Agent for return to the Borrower any Notes of the Borrower then held rights created by it. Effective immediately upon such full and final payment, such removed Lender will not be considered to be a “Lender” for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment other Loan Documents. Until the consummation of an assignment in accordance with the foregoing provisions of this Section 12.13, the Company shall continue to pay to or for the benefit of the Specified Lender all amounts payable hereunderwhich it is required to pay pursuant to this Agreement and the other Loan Documents, as they become due and payable. Effective immediately upon such removal, the Commitments of such removed Lender shall immediately terminate and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate and such participation share shall be divided among the remaining Lenders according to their Pro Rata Share. Such removal will not, however, affect the Commitments of any other Lender hereunderArticle XIII.

Removal of Lender. Notwithstanding anything herein (a) If a Lender (i) is a Defaulting Lender or (ii) fails to give its consent to any amendment, waiver or action for which consent of all of the Lenders was required and to which the Required Lenders consented, such Lender shall, upon notice from the Borrower, execute and deliver to the contraryAdministrative Agent one or more Assignments and Assumptions assigning all of that Lender’s interests, rights and obligations under the Borrower mayLoan Documents to one or more Eligible Assignees designated by the Borrower, at any time subject to (A) compliance with the provisions of Section 10.04, (B) payment in its sole discretionfull of all principal, remove any Lender upon 15 Business Days’ written notice interest and fees owing to such Lender through the date of assignment (including any amounts payable pursuant to Section 2.14 but, in the case of a Defaulting Lender, excluding any amounts payable pursuant to Section 2.14(c) or (d)) and the Administrative Agent (the contents of which notice shall be promptly communicated C) delivery by the Administrative Agent to each other Lender), such removal to be effective at the expiration assignee(s) of such 15-day notice periodappropriate assurances and indemnities (which may include letters of credit) as such Lender may reasonably require with respect to its participation interests in any Letters of Credit then outstanding; provided, however, that no Lender may be removed hereunder (i) at a time when an Event the failure of Default shall have occurred and be continuing or (ii) after giving effect to the removal, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removal, the Borrower shall pay to such removed Lender all amounts owing to any such Lender hereunder to execute and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender deliver to the Administrative Agent for return to such Assignment(s) and Assumption(s) shall not render such assignment(s) invalid, and the Administrative Agent shall record such assignment(s) in the Register. Alternatively, the Borrower any Notes of may reduce the Borrower then held total Commitments (and for this purpose the minimum amounts for Commitment reductions shall not apply) by it. Effective immediately upon such full and final payment, such removed Lender will not be considered an amount equal to be a “Lender” for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments of such removed Lender shall immediately terminate and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate Commitment and pay and provide to such participation share shall be divided among Lender the remaining Lenders according to their Pro Rata Share. Such removal will notamounts, assurances and indemnities described above and release such Lender from its Commitment; provided, however, affect that the Commitment of a Defaulting Lender may not be so reduced so long as any Default or Event of Default has occurred and is continuing. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall thereafter be incorporated into this Agreement) to reflect any new Commitments of any other Lender hereunderand Pro Rata Shares.

Removal of Lender. Notwithstanding anything herein a) If a Lender (i) is a Defaulting Lender or (ii) fails to give its consent to any amendment, waiver or action for which consent of all of the Lenders was required and to which the Required Lenders consented, such Lender shall, upon notice from the Borrower, execute and deliver to the contraryAdministrative Agent one or more Assignment and Assumptions assigning all of that Lender’s interests, rights and obligations under the Borrower mayLoan Documents to one or more Eligible Assignees designated by the Borrower, at any time subject to (A) compliance with the provisions of Section 10.04, (B) payment in its sole discretionfull of all principal, remove any Lender upon 15 Business Days’ written notice interest and fees owing to such Lender through the date of assignment (including any amounts payable pursuant to Section 2.14 but, in the case of a Defaulting Lender, excluding any amounts payable pursuant to Section 2.14(c) or (d)) and the Administrative Agent (the contents of which notice shall be promptly communicated C) delivery by the Administrative Agent to each other Lender), such removal to be effective at the expiration assignee(s) of such 15-day notice periodappropriate assurances and indemnities (which may include letters of credit) as such Lender may reasonably require with respect to its participation interests in any Letters of Credit then outstanding; provided, however, that no Lender may be removed hereunder (i) at a time when an Event the failure of Default shall have occurred and be continuing or (ii) after giving effect to the removal, the Total Aggregate Outstanding Extensions of Credit would exceed the total of the Revolving Commitments. Each notice by the Borrower under this Section shall constitute a representation by the Borrower that the removal described in such notice is permitted under this Section. Concurrently with such removal, the Borrower shall pay to such removed Lender all amounts owing to any such Lender hereunder to execute and under any other Loan Document in immediately available funds. Upon full and final payment hereunder of all amounts owing to such removed Lender, such Lender shall make appropriate entries in its accounts evidencing payment of all Loans hereunder and releasing the Borrower from all obligations owing to the removed Lender in respect of the Loans hereunder and surrender deliver to the Administrative Agent for return to such Assignment and Assumption(s) shall not render such assignment(s) invalid, and the Administrative Agent shall record such assignment(s) in the Register. Alternatively, the Borrower any Notes of may reduce the Borrower then held total Commitments (and for this purpose the minimum amounts for Commitment reductions shall not apply) by it. Effective immediately upon such full and final payment, such removed Lender will not be considered an amount equal to be a “Lender” for purposes of this Agreement except for the purposes of any provision hereof that by its terms survives the termination of this Agreement and the payment of the amounts payable hereunder. Effective immediately upon such removal, the Commitments of such removed Lender shall immediately terminate and such Lender’s participation share in any outstanding Letters of Credit shall immediately terminate Commitment and pay and provide to such participation share shall be divided among Lender the remaining Lenders according to their Pro Rata Share. Such removal will notamounts, assurances and indemnities described above and release such Lender from its Commitment; provided, however, affect that the Commitment of a Defaulting Lender may not be so reduced so long as any Default or Event of Default has occurred and is continuing. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall thereafter be incorporated into this Agreement) to reflect any new Commitments of any other Lender hereunderand Pro Rata Shares.