Common use of Substitute Lenders Clause in Contracts

Substitute Lenders. In the event Company is required under the provisions of subsection 2.7 or 3.6 to make payments in a material amount to any Lender or in the event any Lender fails to lend to Company in accordance with this Agreement, Company may, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED that, concurrently with such termination, (i) Company shall pay that Lender all principal, interest and fees and other amounts (including without limitation, amounts, if any, owed under subsection 2.7 and 3.6) owed to such Lender through such date of termination, (ii) another financial institution satisfactory to Company and Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent) shall agree, as of such date, to become a Lender for all purposes under this Agreement (whether by assignment or amendment) and to assume all obligations of the Lender to be terminated as of such date, and (iii) all documents and supporting materials necessary, in the judgment of Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent), to evidence the substitution of such Lender shall have been received and approved by Administrative Agent as of such date.

Substitute Lenders. In the event Company is required under the provisions of this subsection 2.7 or 3.6 to make payments in a material amount to any Lender or in the event any Lender fails to lend to Company Borrowers in accordance with this Agreement, Company Borrowers may, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination, (i) Company each Borrower shall pay that Lender all principal, interest and fees and other amounts (including without limitation, amounts, if any, owed under this subsection 2.7 and 3.62.7) owed to such Lender through such date of termination, (ii) another financial institution satisfactory to Company and Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent) shall agree, as of such date, to become a Lender for all purposes under this Agreement (whether by assignment or amendment) and to assume all obligations of the Lender to be terminated as of such date, and (iii) all documents and supporting materials necessary, in the judgment of Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent), to evidence the substitution of such Lender shall have been received and approved by Administrative Agent as of such date.

Substitute Lenders. In the event Company Borrower is required under the provisions of this subsection 2.7 or subsection 3.6 to make payments in a material amount to any Lender or in the event any Lender fails to lend to Company Borrower in accordance with this AgreementAgreement or if any Lender becomes an Affected Lender, Company Borrower may, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination, (i) Company Borrower shall pay that Lender all principal, interest and fees and other amounts (including without limitation, amounts, if any, owed under this subsection 2.7 and or subsection 3.6) owed to such Lender through such date of termination, (ii) another financial institution satisfactory to Company Borrower and Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent) shall agree, as of such date, to become a Lender for all purposes under this Agreement (whether by assignment or amendment) and to assume all obligations of the Lender to be terminated as of such date, and (iii) all documents and supporting materials necessary, in the judgment of Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent), to evidence the substitution of such Lender shall have been received and approved by Administrative Agent as of such date.

Substitute Lenders. In the event (i) Company is required under the provisions of this subsection 2.7 or subsection 3.6 to make payments in a material amount to any Lender or in the event any Lender fails to lend to Company in accordance with this Agreement, or (ii) any Lender fails to consent to a proposed change, waiver, discharge or termination under the Loan Documents otherwise approved by Requisite Lenders, then, in either case, Company may, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, may elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, -------- concurrently with such termination, (i) Company shall pay that Lender all principal, interest and fees and other amounts (including without limitation, limitation amounts, if any, owed under this subsection 2.7 and 3.62.7) owed due to be paid to such Lender with respect to all periods through such date of termination, (ii) another financial institution satisfactory to Company and the Administrative Agent (or if or, in the event the Administrative Agent is also the Lender to be terminated, the successor Administrative Agent) shall agree, as of such date, to become a Lender for all purposes under this Agreement (whether by assignment or amendment) and to assume all obligations of the Lender to be terminated as of such date, and (iii) all documents and supporting materials necessary, in the reasonable judgment of the Administrative Agent (or if or, in the event the Administrative Agent is also the Lender to be terminated, the successor Administrative Agent), ) to evidence the substitution of such Lender shall have been received and approved by the Administrative Agent as of such date.

Substitute Lenders. In the event Company is required under the provisions of subsection subsections 2.7 or 3.6 to make payments in a material amount to any Lender or an Affected Lender has given notice thereof to Company under subsection 2.6C, or in the event any Lender fails to lend to Company in accordance with this Agreement, Company may, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination, (i) Company shall pay that Lender all principal, interest and fees and other amounts (including without limitation, amounts, if any, owed under this subsection 2.7 and 3.62.7) owed to such Lender through such date of termination, (ii) another financial institution reasonably satisfactory to Company and Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent) shall agree, as of such date, to become a Lender for all purposes under this Agreement (whether by assignment or amendment) and to assume all obligations of the Lender to be terminated as of such date, and (iii) all documents and supporting materials necessary, in the reasonable judgment of Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent), to evidence the substitution of such Lender shall have been received and approved by Administrative Agent as of such date.

Substitute Lenders. In the event Company is required under the provisions of this subsection 2.7 or subsection 3.6 to make payments in a material amount to any Lender or in the event any Lender fails to lend to Company in accordance with this Agreement, Company may, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination, (i) Company shall pay that Lender all principal, interest and fees and other amounts (including without limitation, amounts, if any, owed under this subsection 2.7 and or subsection 3.6) owed to such Lender through such date of termination, (ii) another financial institution satisfactory to Company and Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent) shall agree, as of such date, to become a Lender for all purposes under this Agreement (whether by assignment or amendment) and to assume all obligations of the Lender to be terminated as of such date, and (iii) all documents and supporting materials necessary, in the judgment of Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent), to evidence the substitution of such Lender shall have been received and approved by Administrative Adminis- trative Agent as of such date.

Substitute Lenders. In the event Company that the Borrower is required under the provisions of subsection 2.6C or this subsection 2.7 or 3.6 to make payments in a material amount to any Lender or in the event that any Lender fails to lend to Company the Borrower in accordance with this Agreement, Company the Borrower may, so long as as, no Event of Default or Potential Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED that, so long as, concurrently with such termination, (i) Company shall pay the Borrower pays to that Lender all principal, interest and fees and other amounts (including including, without limitation, amounts, if any, owed under subsection 2.7 and 3.62.6C or this subsection 2.7) owed to such Lender through such date of termination, (ii) another financial institution satisfactory to Company the Borrower and the Administrative Agent (or if the Administrative Agent is also the Lender to be terminated, the successor Administrative Agent) shall agreeagrees, as of such date, to become a Lender for all purposes under this Agreement (whether by assignment or amendment) and to assume all obligations of the Lender to be terminated as of such date, and (iii) all documents and supporting materials necessary, in the judgment of the Administrative Agent (or if the Administrative Agent is also the Lender to be terminated, the successor Administrative Agent), ) to evidence the substitution of such Lender shall have been received and approved by the Administrative Agent as of such date.

Substitute Lenders. In the event the Company is required under the provisions of this subsection 2.7 or 3.6 to make payments in a material amount to any Lender or in the event any Lender fails to lend to the Company or participate in any Letter of Credit and any drawing thereunder in accordance with this Agreement, the Company may, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination, (i) the Company shall pay that Lender all principal, interest and fees and other amounts (including without limitation, amounts, if any, owed under this subsection 2.7 and 3.62.7) owed to such Lender through such date of termination, (ii) another financial institution satisfactory either the Company shall elect to Company and Administrative Agent (reduce the Commitment by such Lender's portion thereof or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent) an Eligible Assignee shall agree, as of such date, to become a Lender for all purposes under this Agreement (whether by assignment or amendment) and to assume all obligations of the such Lender to be terminated as of such date, and (iii) all documents and supporting materials necessary, in the judgment of Administrative the Agent (or if Administrative the Agent is also the Lender to be terminated, the successor Administrative Agent), ) to evidence the substitution of such Lender (if applicable) shall have been received and approved by Administrative the Agent as of such date.

Substitute Lenders. In the event Company Borrower is required under the provisions of this subsection 2.7 or subsection 3.6 to make payments in a material amount to any Lender or in the event any Lender fails to lend to Company Borrower in accordance with this AgreementAgreement or if any Lender becomes an Affected Lender, Company Borrower may, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination, (i) Company Borrower shall pay that Lender all principal, interest and fees and other amounts (including without limitation, amounts, if any, owed under this subsection 2.7 and or subsection 3.6) owed to such Lender through such date of termination, (ii) another financial institution satisfactory to Company Borrower and Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent) shall agree, as of such date, to become a Lender for all purposes under this Agreement (whether by assignment or amendment) and to assume all obligations of the Lender to be terminated as of such date, and (iii) all documents and supporting materials necessary, in the judgment of Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent), to evidence the substitution of such Lender shall have been received and approved by Administrative Agent as of such date.Administrative

Substitute Lenders. In the event Company is required under the provisions of this subsection 2.7 or 3.6 to make payments in a material amount to any Lender or in the event any Lender fails to lend to Company in accordance with this Agreement, Company may, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with -52- 60 such termination, (i) Company shall pay that Lender all principal, interest and fees and other amounts (including without limitation, amounts, if any, owed under this subsection 2.7 and 3.62.7) owed to such Lender through such date of termination, (ii) another financial institution satisfactory to Company and Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent) shall agree, as of such date, to become a Lender for all purposes under this Agreement (whether by assignment or amendment) and to assume all obligations of the Lender to be terminated as of such date, and (iii) all documents and supporting materials necessary, in the judgment of Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent), ) to evidence the substitution of such Lender shall have been received and approved by Administrative Agent as of such date.

Substitute Lenders. In the event Company Borrower is required under the provisions of subsection 2.6C or this subsection 2.7 or 3.6 to make payments in a material amount to any Lender or in the event any Lender fails to lend to Company Borrower in accordance with this Agreement, Company Borrower may, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination, (i) Company Borrower shall pay that Lender all principal, interest and fees and other amounts (including including, without limitation, amounts, if any, owed under subsection 2.7 and 3.62.6C or this subsection 2.7) owed to such Lender through such date of termination, (ii) another financial institution satisfactory to Company Borrower and Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent) shall agree, as of such date, to become a Lender for all purposes under this Agreement (whether by assignment or amendment) and to assume all obligations of the Lender to be terminated as of such date, and (iii) all documents and supporting materials necessary, in the judgment of Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent), ) to evidence the substitution of such Lender shall have been received and approved by Administrative Agent as of such date.

Substitute Lenders. In the event Company is required under the provisions of this subsection 2.7 or 3.6 to make payments in a material amount to any Lender or in the event any Lender fails to lend to Company in accordance with this Agreement, Company may, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination, (i) Company shall pay that Lender all principal, interest and fees and other amounts (including without limitation, limitation amounts, if any, owed under this subsection 2.7 and 3.62.7) owed due to be paid to such Lender with respect to all periods through such date of termination, (ii) another financial institution satisfactory to Company and Co-Administrative Agents (or, in the case of a Co-Administrative Agent (or if Administrative Agent that is also the Lender to be terminated, the its successor Co-Administrative Agent) shall agree, as of such date, to become a Lender for all purposes under this Agreement (whether by assignment or amendment) and to assume all obligations of the Lender to be terminated as of such date, and (iii) all documents and supporting materials necessary, in the judgment of Co-Administrative Agents (or, in the case of a Co-Administrative Agent (or if Administrative Agent that is also the Lender to be terminated, the its successor Administrative Co-Adminis- trative Agent), ) to evidence the substitution of such Lender shall have been received and approved by Co-Administrative Agent Agents as of such date.

Substitute Lenders. In the event Company the Borrower is required under the provisions of subsection this Section 2.7 or 3.6 to make payments in a material amount to any Lender or in the event any Lender fails to lend to Company the Borrower in accordance with this Agreement, Company the Borrower may, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination, (i) Company the Borrower shall pay that Lender all principal, interest and fees and other amounts (including without limitation, limitation amounts, if any, owed under subsection 2.7 and 3.6this Section 2.7) owed due to be paid to such Lender with respect to all periods through such date of termination, (ii) another financial institution satisfactory to Company the Borrower and the Administrative Agent (or if or, in the event the Administrative Agent is also the Lender to be terminated, the successor Administrative Agent) shall agree, as of such date, to become a Lender for all purposes under this Agreement (whether by assignment or amendment) and to assume all obligations of the Lender to be terminated as of such date, and (iii) all documents and supporting materials necessary, in the judgment of the Administrative Agent (or if or, in the event the Administrative Agent is also the Lender to be terminated, the successor Administrative Agent), ) to evidence the substitution of such Lender shall have been received and approved by the Administrative Agent as of such date.

Substitute Lenders. In the event Company Borrower is required under the provisions of subsection 2.6C or this subsection 2.7 or 3.6 to make payments in a material amount to any Lender or in the event any Lender fails to lend to Company Borrower in accordance with this Agreement, Company Borrower may, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such termination, (i) Company Borrower shall pay that Lender all principal, interest and fees and other amounts (including including, without limitation, amounts, if any, owed under subsection 2.7 and 3.62.6C or this subsection 2.7) owed to such Lender through such date of termination, (ii) another financial institution satisfactory to Company Borrower and Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent) shall agree, as of such date, to become a Lender for all purposes under this Agreement (whether by assignment or amendment) and to assume all obligations of the Lender to be terminated as of such date, and (iii) all documents and supporting materials necessary, in the judgment of Administrative Agent (or if Administrative Agent is also the Lender to be terminated, the successor Administrative Agent), ) to evidence the substitution of such Lender shall have been received and approved by Administrative Agent as of such date.

Substitute Lenders. In the event (i) Company is required under the provisions of this subsection 2.7 or subsection 3.6 to make payments in a material amount to any Lender or in the event any Lender fails to lend to Company in accordance with this Agreement, or (ii) any Lender fails to consent to a proposed change, waiver, discharge or termination under the Loan Documents otherwise approved by Requisite Lenders, then, in either case, Company may, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, may elect to terminate such Lender as a party to this Agreement; PROVIDED provided that, concurrently with such -------- termination, (i) Company shall pay that Lender all principal, interest and fees and other amounts (including without limitation, limitation amounts, if any, owed under this subsection 2.7 and 3.62.7) owed due to be paid to such Lender with respect to all periods through such date of termination, (ii) another financial institution satisfactory to Company and the Administrative Agent (or if or, in the event the Administrative Agent is also the Lender to be terminated, the successor Administrative Agent) shall agree, as of such date, to become a Lender for all purposes under this Agreement (whether by assignment or amendment) and to assume all obligations of the Lender to be terminated as of such date, and (iii) all documents and supporting materials necessary, in the reasonable judgment of the Administrative Agent (or if or, in the event the Administrative Agent is also the Lender to be terminated, the successor Administrative Agent), ) to evidence the substitution of such Lender shall have been received and approved by the Administrative Agent as of such date.