Common use of Replacement of Non-Electing Lender Clause in Contracts

Replacement of Non-Electing Lender. Notwithstanding Section 3.6(b), and provided that Lenders representing more than 66 2/3% of the aggregate Individual Commitment Amounts of all Electing Lenders have elected to grant an Extension, the Borrower will be entitled to exercise one of the following options, with respect to any Lender who has become a Non-Electing Lender, prior to the Maturity Date applicable to such Non-Electing Lender: (i) so long as no Default or Event of Default has occurred and is continuing, the Borrower may repay in full the Principal Amount under the Credit Facility owing to such Non-Electing Lender, together with all accrued but unpaid interest and fees thereon and any expenses and breakage and other costs determined in accordance with Section 9.2 and including cash collateralization in full of any contingent obligations in respect of any outstanding Letters of Credit for which the Non-Electing Lender is the LC Issuer, provided that a Bankers' Acceptance will not be paid prior to its Interest Period Maturity Date (but provided that the Borrower may provide Escrow Funds in respect thereof to the Agent on behalf of such Lender in accordance with Section 10.6), and upon such payment such Lender's Individual Commitment Amount will be permanently cancelled (subject to Section 3.9(i)); or (ii) the Borrower may replace the Non-Electing Lender with one or more financial institutions with the consent of the Agent, the Swing Line Lender and each Fronting Lender, such consent not to be unreasonably be withheld, who purchase such Lender's entire Individual Commitment Amount in accordance with Section 20.2.

Replacement of Non-Electing Lender. Notwithstanding Section 3.6(b3.7(b), and provided that Tranche A Lenders representing more than 66 2/3% of the aggregate Individual Tranche A Commitment Amounts of all Electing Lenders have elected to grant an ExtensionExtension in respect of Tranche A, the Borrower will be entitled to exercise one of the following options, with respect to any Tranche A Lender who has become a Non-Electing Lender, prior to the Maturity Termination Date applicable to such Non-Electing LenderLender under Tranche A: (i) so long as no Default or Event of Default has occurred and is continuing, the Borrower may repay in full the Principal Amount under the Credit Facility Tranche A owing to such Non-Electing Lender (and if such Tranche A Lender is also a Tranche B Lender, then, at the Borrower’s election, the Principal Amount under Tranche B as well) together with all accrued but unpaid interest and fees thereon and any expenses and breakage and other costs determined in accordance with Section 9.2 and including cash collateralization in full of any contingent obligations in respect of any outstanding Letters of Credit for which the Non-Electing Lender is the LC Issuer, provided that a Bankers' ’ Acceptance will not be paid prior to its Interest Period Maturity Date (but provided that the Borrower may provide Escrow Funds in respect thereof to the Agent on behalf of such Tranche A Lender in accordance with Section 10.6), and upon such payment such Tranche A Lender's ’s Individual Tranche A Commitment Amount (and if applicable its Individual Tranche B Commitment Amount) will be permanently cancelled (subject to Section 3.9(i3.10(i)); or (ii) the Borrower may replace the Non-Electing Lender with one or more financial institutions with the consent of the Agent, the Swing Line Lender and each Fronting Lender, such consent not to be unreasonably be withheld, who purchase such Tranche A Lender's ’s entire Individual Tranche A Commitment Amount (and if applicable its Individual Tranche B Commitment Amount) in accordance with Section 20.2.

Replacement of Non-Electing Lender. Notwithstanding Section 3.6(b), and provided that Lenders representing more than 66 2/3% of the aggregate Individual Commitment Amounts of all Electing Lenders have elected to grant an Extension, the Borrower will be entitled to exercise one of the following options, with respect to any Lender who has become a Non-Electing Lender, prior to the Maturity Date applicable to such Non-Electing Lender: (i) so long as no Default or Event of Default has occurred and is continuing, the Borrower may repay in full the Principal Amount under the Credit Facility owing to such Non-Electing Lender, together with all accrued but unpaid interest and fees thereon and any expenses and breakage and other costs determined in accordance with Section 9.2 and including cash collateralization in full of any contingent obligations in respect of any outstanding Letters of Credit for which the Non-Electing Lender is the LC Issuer, provided that a Bankers' Acceptance will not be paid prior to its Interest Period Maturity Date (but provided that the Borrower may provide Escrow Funds in respect thereof to the Agent on behalf of such Lender in accordance with Section 10.6), and upon such payment such Lender's Individual Commitment Amount will be permanently cancelled (subject to Section 3.9(i)); or (ii) the Borrower may replace the Non-Electing Lender with one or more financial institutions with the consent of the Agent, the Swing Line Lender and each Fronting Lender, such consent not to be unreasonably be withheld, who purchase such Lender's entire Individual Commitment Amount in accordance with Section 20.2.

Replacement of Non-Electing Lender. Notwithstanding Section 3.6(b3.7(b), and provided that Lenders representing more than 66 2/3% of the aggregate Individual Commitment Amounts of all Electing Lenders have elected to grant an Extension, the Borrower will be entitled to exercise one of the following options, with respect to any Lender who has become a Non-Electing Lender, prior to the Maturity Termination Date applicable to such Non-Electing Lender: (i) so long as no Default or Event of Default has occurred and is continuing, the Borrower may repay in full the Principal Amount under the Credit Facility owing to such Non-Electing Lender, together with all accrued but unpaid interest and fees thereon and any expenses and breakage and other costs determined in accordance with Section 9.2 and including cash collateralization in full of any contingent obligations in respect of any outstanding Letters of Credit for which the Non-Electing Lender is the LC Issuer, provided that a Bankers' Acceptance will not be paid prior to its Interest Period Maturity Date (but provided that the Borrower may provide Escrow Funds in respect thereof to the Agent on behalf of such Lender in accordance with Section 10.6), and upon such payment such Lender's Individual Commitment Amount will be permanently cancelled (subject to Section 3.9(i3.10(i)); or (ii) the Borrower may replace the Non-Electing Lender with one or more financial institutions with the consent of the Agent, the Swing Line Lender and each Fronting Lender, such consent not to be unreasonably be withheld, who purchase such Lender's entire Individual Commitment Amount in accordance with Section 20.2.

Replacement of Non-Electing Lender. Notwithstanding Section 3.6(b3.7(b), and provided that Tranche 1 Lenders representing more than 66 2/3% of the aggregate Individual Tranche 1 Commitment Amounts of all Electing Lenders have elected to grant an Extension, the Borrower will be entitled to exercise one of the following options, with respect to any Tranche 1 Lender who has become a Non-Electing Lender, prior to the Maturity Termination Date applicable to such Non-Electing Lender: (i) so long as no Default or Event of Default has occurred and is continuing, the Borrower may repay in full the Principal Amount under the Credit Facility Tranche 1 owing to such Non-Electing Lender, together with all accrued but unpaid interest and fees thereon and any expenses and breakage and other costs determined in accordance with Section 9.2 and including cash collateralization in full of any contingent obligations in respect of any outstanding Letters of Credit for which the Non-Electing Lender is the LC Issuer9.2, provided that a Bankers' ’ Acceptance will not be paid prior to its Interest Period Maturity Date (but provided that the Borrower may provide Escrow Funds in respect thereof to the Agent on behalf of such Lender in accordance with Section 10.6), and upon such payment such Lender's ’s Individual Tranche 1 Commitment Amount will be permanently cancelled (subject to Section 3.9(i3.10(i)); or (ii) the Borrower may replace the Non-Electing Lender with one or more financial institutions with the consent of the Agent, the Swing Line Lender and each Fronting Lender, such consent not to be unreasonably be withheld, who purchase such Lender's ’s entire Individual Tranche 1 Commitment Amount in accordance with Section 20.2.