Common use of Right to Remove Affected Lender Clause in Contracts

Right to Remove Affected Lender. In the event that any Borrower is required to pay any amounts deemed material by the Company and the Agent with respect to a Lender (or its Affiliates, if applicable) pursuant to Sections 3.03, 3.04 or 4.01(f) or receives a notice from a Lender pursuant to Section 4.02(e) and such amounts, or similar amounts, have not been demanded by the Lenders constituting the Requisite Lenders, or, in the event any Lender fails to fund its Pro Rata Share of any Revolving Loan requested by any Borrower which such Lender is obligated to fund under the terms hereof and any such failure has not been cured, such Borrower shall have the right to designate an Eligible Assignee which is not an Affiliate of such Borrower and which is reasonably acceptable to the Agent to purchase for cash, pursuant to an Assignment and Acceptance, the outstanding Loans and Reimbursement Obligations (if any) of such Lender and to assume all of such Lender's other rights and obligations (including, without limitation, in the case of a U.S. Lender, such Lender's obligation to participate in all outstanding Letters of Credit pursuant to Section 2.02(e)) hereunder without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid Unused Commitment Fees and Letter of Credit Fees in respect of that Lender's Commitment hereunder and any other amounts that may be owing to such Lender hereunder. In the event any Issuing Bank fails to Issue a Letter of Credit requested by a Borrower which such Issuing Bank is obligated to Issue under the terms hereof and any such failure has not been cured, such Borrower shall have the right to designate an Eligible Assignee which is not an Affiliate of such Borrower and which is reasonably acceptable to the Agent to (i) replace such Issuing Bank if no Letter of Credit Obligations are outstanding to such Issuing Bank or (ii) become an additional Issuing Bank hereunder (it being agreed and understood that, as of the date of such addition, the defaulting Issuing Bank's obligations to Issue Letters of Credit pursuant to Section 2.02 shall terminate and such Issuing Bank shall be an Issuing Bank hereunder only with respect to outstanding Letters of Credit Issued prior to such date).

Right to Remove Affected Lender. In the event that any a Borrower is ------------------------------- required to pay any amounts deemed material by the Company and the Agent with respect to a Lender (or its Affiliates, if applicable) pursuant to Sections 3.03, 3.04 or 4.01(f) or receives a notice from ------------- ---- ------- a Lender pursuant to Section 4.02(e) and such amounts, or similar amounts, have --------------- not been demanded by all the Lenders constituting the Requisite Lenders, or, in the event any Lender fails to fund its Pro Rata Share of any Revolving Loan requested by any Borrower which such Lender is obligated to fund under the terms hereof and any such failure has not been cured, such Borrower shall have the right to designate an Eligible Assignee which is not an Affiliate of such Borrower and which is reasonably acceptable to the Administrative Agent (and which would not require a Borrower to pay any such amounts or similar amounts) to purchase for cash, pursuant to an Assignment and Acceptance, the outstanding Loans and Reimbursement Obligations (if any) of such Lender and to assume all of such Lender's other rights and obligations (including, without limitation, in the case of a U.S. Revolving Credit Lender, such Lender's obligation to participate in all outstanding Letters of Credit pursuant to Section 2.02(e2.04(e)) hereunder without --------------- recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid Unused Commitment Fees and Letter of Credit Fees in respect of that Lender's Commitment hereunder and any other amounts that may be owing to such Lender hereunder. In , and each Lender agrees that, in such event, it will sell and assign all of the event any Issuing Bank fails outstanding Loans and Reimbursement Obligations (if any) held by it to Issue a Letter of Credit requested by a Borrower which such Issuing Bank is obligated to Issue under the terms hereof and any such failure has not been cured, such Borrower shall have the right to designate an Eligible Assignee which is not an Affiliate upon payment of such Borrower and which is reasonably acceptable to the Agent to (i) replace such Issuing Bank if no Letter of Credit Obligations are outstanding to such Issuing Bank or (ii) become an additional Issuing Bank hereunder (it being agreed and understood that, as of the date of such addition, the defaulting Issuing Bank's obligations to Issue Letters of Credit pursuant to Section 2.02 shall terminate and such Issuing Bank shall be an Issuing Bank hereunder only with respect to outstanding Letters of Credit Issued prior to such date)purchase price.

Right to Remove Affected Lender. In the event that any a ------------------------------- Borrower is required to pay any amounts deemed material by the Company and the Agent with respect to a Lender (or its Affiliates, if applicable) pursuant to Sections 3.03, 3.04 or 4.01(f) or ------------- ---- ------- receives a notice from a Lender pursuant to Section 4.02(e) and such amounts, --------------- or similar amounts, have not been demanded by all the Lenders constituting the Requisite Lenders, or, in the event any Lender fails to fund its Pro Rata Share of any Revolving Loan requested by any Borrower which such Lender is obligated to fund under the terms hereof and any such failure has not been cured, such Borrower shall have the right to designate an Eligible Assignee which is not an Affiliate of such Borrower and which is reasonably acceptable to the Administrative Agent (and which would not require a Borrower to pay any such amounts or similar amounts) to purchase for cash, pursuant to an Assignment and Acceptance, the outstanding Loans and Reimbursement Obligations (if any) of such Lender and to assume all of such Lender's other rights and obligations (including, without limitation, in the case of a U.S. Revolving Credit Lender, such Lender's obligation to participate in all outstanding Letters of Credit pursuant to Section 2.02(e2.04(e)) --------------- hereunder without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender's outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid Unused Commitment Fees and Letter of Credit Fees in respect of that Lender's Commitment hereunder and any other amounts that may be owing to such Lender hereunder. In , and each Lender agrees that, in such event, it will sell and assign all of the event any Issuing Bank fails outstanding Loans and Reimbursement Obligations (if any) held by it to Issue a Letter of Credit requested by a Borrower which such Issuing Bank is obligated to Issue under the terms hereof and any such failure has not been cured, such Borrower shall have the right to designate an Eligible Assignee which is not an Affiliate upon payment of such Borrower and which is reasonably acceptable to the Agent to (i) replace such Issuing Bank if no Letter of Credit Obligations are outstanding to such Issuing Bank or (ii) become an additional Issuing Bank hereunder (it being agreed and understood that, as of the date of such addition, the defaulting Issuing Bank's obligations to Issue Letters of Credit pursuant to Section 2.02 shall terminate and such Issuing Bank shall be an Issuing Bank hereunder only with respect to outstanding Letters of Credit Issued prior to such date)purchase price.

Right to Remove Affected Lender. In the event that any Borrower is required to pay any amounts deemed material by (i) the Company and receives certification of the Agent with respect to a Lender (or its Affiliates, if applicable) pursuant to Sections 3.03, 3.04 or 4.01(ftype described in Section 3.03(d)(ii)(C) or receives a (D) or notice under Section 5.02(c) -72- 74 from a any Lender or any Issuing Bank, (ii) any Lender gives notice to the Administrative Agent pursuant to Section 4.02(e2.02(c)(ii) (and the circumstances specified in such amounts, notice are not generally applicable to the Lenders) or similar amounts, have not been demanded by the Lenders constituting the Requisite Lenders, or, in the event (iii) any Lender fails to fund its Pro Rata Share of any Revolving Loan requested by makes a demand for compensation from any Borrower which pursuant to Section 3.04 (if such Lender increase in capital requirements is obligated not generally applicable to fund under the terms hereof Lenders) or Section 4.01(f), the Company, at its option and any such failure has not been curedin its sole discretion, such Borrower shall have the right to designate an Eligible Assignee which is not an Affiliate of such Borrower the Company and which is reasonably acceptable to the Agent Administrative Agent, to purchase for cash, pursuant to an Assignment and Acceptance, the outstanding Loans and Reimbursement Obligations (if any) of such Lender or Issuing Bank and to assume all of such Lender's or Issuing Bank's other rights and obligations (including, without limitation, in the case of a U.S. Lender, such Lender's obligation to participate in all outstanding Letters of Credit pursuant to Section 2.02(e2.04(e)) hereunder without recourse to or warranty by, or expense to, such LenderLender or Issuing Bank, for a purchase price equal to the principal amount of all of such Lender's outstanding Loans or such Issuing Bank's Reimbursement Obligations plus any accrued but unpaid interest thereon and the accrued but unpaid Unused Commitment Fees and Letter of Credit Fees in respect of that Lender's Revolving Credit Commitment hereunder or any accrued but unpaid Letter of Credit Fees in respect of that Issuing Bank's outstanding Letters of Credit and any other amounts that may be owing to such Lender or Issuing Bank hereunder. In the event any Issuing Bank fails The Company agrees to Issue a Letter of Credit requested by a Borrower which such Issuing Bank is obligated to Issue under the terms hereof and any such failure has not been cured, such Borrower shall have the right to designate an Eligible Assignee which is not an Affiliate of such Borrower and which is reasonably acceptable to the Agent to (i) replace such Issuing Bank if no Letter of Credit Obligations are outstanding pay to such Issuing Bank or (ii) become an additional Issuing Bank hereunder (it being agreed and understood that, as of the date of Lender any breakage costs incurred by such addition, the defaulting Issuing Bank's obligations to Issue Letters of Credit Lender pursuant to Section 2.02 shall terminate and such Issuing Bank shall be an Issuing Bank hereunder only with respect to outstanding Letters of Credit Issued prior to such date4.02(f).

Right to Remove Affected Lender. In the event that any Borrower is required to pay any amounts deemed material by (i) the Company and receives certification of the Agent with respect to a Lender (or its Affiliates, if applicable) pursuant to Sections 3.03, 3.04 or 4.01(ftype described in Section 3.03(d)(ii)(C) or receives a notice under Section 5.02(c) from a any Lender or any Issuing Bank, (ii) any Lender gives notice to the Administrative Agent pursuant to Section 4.02(e2.02(c)(ii) (and the circumstances specified in such amounts, notice are not generally applicable to the Lenders) or similar amounts, have not been demanded by the Lenders constituting the Requisite Lenders, or, in the event (iii) any Lender fails to fund its Pro Rata Share of any Revolving Loan requested by makes a demand for compensation from any Borrower which pursuant to Section 3.04 (if such Lender increase in capital requirements is obligated not generally applicable to fund under the terms hereof Lenders) or Section 4.01(f), the Company, at its option and any such failure has not been curedin its sole discretion, such Borrower shall have the right to designate an Eligible Assignee which is not an Affiliate of such Borrower the Company and which is reasonably acceptable to the Agent Administrative Agent, to purchase for cash, pursuant to an Assignment and Acceptance, the outstanding Loans and Reimbursement Obligations (if any) of such Lender or Issuing Bank and to assume all of such Lender's or Issuing Bank's other rights and obligations (including, without limitation, in the case of a U.S. Lender, such Lender's obligation to participate in all outstanding Letters of Credit pursuant to Section 2.02(e2.04(e)) hereunder without recourse to or warranty by, or expense to, such LenderLender or Issuing Bank, for a purchase price equal to the principal amount of all of such Lender's outstanding Loans or such Issuing Bank's Reimbursement Obligations plus any accrued but unpaid interest thereon and the accrued but unpaid Unused Commitment Fees and Letter of Credit Fees in respect of that Lender's Revolving Credit Commitment hereunder or any accrued but unpaid Letter of Credit Fees in respect of that Issuing Bank's outstanding Letters of Credit and any other amounts that may be owing to such Lender or Issuing Bank hereunder. In the event any Issuing Bank fails The Company agrees to Issue a Letter of Credit requested by a Borrower which such Issuing Bank is obligated to Issue under the terms hereof and any such failure has not been cured, such Borrower shall have the right to designate an Eligible Assignee which is not an Affiliate of such Borrower and which is reasonably acceptable to the Agent to (i) replace such Issuing Bank if no Letter of Credit Obligations are outstanding pay to such Issuing Bank or (ii) become an additional Issuing Bank hereunder (it being agreed and understood that, as of the date of Lender any breakage costs incurred by such addition, the defaulting Issuing Bank's obligations to Issue Letters of Credit Lender pursuant to Section 2.02 shall terminate and such Issuing Bank shall be an Issuing Bank hereunder only with respect to outstanding Letters of Credit Issued prior to such date4.02(f).

Right to Remove Affected Lender. In the event that any a Borrower is required to pay any amounts deemed material by the Company and the Agent with respect to a Lender (or its Affiliates, if applicable) pursuant to Sections 3.03Section 3.3, 3.04 Section 3.4 or 4.01(fSection 4.1(f) or receives a notice from a Lender pursuant to Section 4.02(e4.2(e) and such amounts, or similar amounts, have not been demanded by all the Lenders constituting the Requisite Lenders, or, in the event any Lender fails to fund its Pro Rata Share of any Revolving Loan requested by any Borrower which such Lender is obligated to fund under the terms hereof and any such failure has not been cured, such Borrower shall have the right to designate an Eligible Assignee which is not an Affiliate of such Borrower and which is reasonably acceptable to the Administrative Agent (and which would not require a Borrower to pay any such amounts or similar amounts) to purchase for cash, pursuant to an Assignment and Acceptance, the outstanding Loans and Reimbursement Obligations (if any) of such Lender and to assume all of such Lender's ’s other rights and obligations (including, without limitation, including in the case of a U.S. Revolving Credit Lender, such Lender's ’s obligation to participate in all outstanding Letters of Credit pursuant to Section 2.02(e2.4(e)) hereunder without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender's ’s outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid Unused Commitment Fees and Letter of Credit Fees in respect of that Lender's ’s Commitment hereunder and any other amounts that may be owing to such Lender hereunder. In , and each Lender agrees that, in such event, it will sell and assign all of the event any Issuing Bank fails outstanding Loans and Reimbursement Obligations (if any) held by it to Issue a Letter of Credit requested by a Borrower which such Issuing Bank is obligated to Issue under the terms hereof and any such failure has not been cured, such Borrower shall have the right to designate an Eligible Assignee which is not an Affiliate upon payment of such Borrower purchase price. ARTICLE IV Interest and which is reasonably acceptable to Fees Section 4.1 Interest on the Agent to Loans and Other Obligations. (ia) replace Rate of Interest. All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Issuing Bank if no Letter of Credit Loans are made and such other Obligations are outstanding to such Issuing Bank or (ii) become an additional Issuing Bank hereunder (it being agreed due and understood thatpayable until paid in full, except as otherwise provided in Section 4.1(d), as of the date of such addition, the defaulting Issuing Bank's obligations to Issue Letters of Credit pursuant to Section 2.02 shall terminate and such Issuing Bank shall be an Issuing Bank hereunder only with respect to outstanding Letters of Credit Issued prior to such date).follows: