Option to Replace Lenders Clause Samples
Option to Replace Lenders. If any Lender, other than Agent, shall:
(a) become a Defaulting Lender;
(b) has either (i) declined to approve as Eligible Projects three or more Projects which the Agent and each of the remaining Lenders have approved as Eligible Projects or (ii) approved three or more Projects as Eligible Project on the condition that the Approved Percentage for each such Project is at least fifteen percent (15%) below the average Approved Percentage approved by the each of the remaining Lenders for such Project;
(c) become subject to the provisions of Section 2.6(b);
(d) make any demand for payment or reimbursement pursuant to Section 2.6(c) or Section 9.7 hereof; or
(e) has declined to approve an Extension Request and each of the remaining Lenders have approved such Extension Request. then, in any of the foregoing cases, provided that (x) there does not then exist any Default or Event of Default and (y) in the case of the circumstances described in clauses (c) and (d), the circumstances resulting in such demand for payment or reimbursement under Section 2.6(c) or Section 9.7 or the applicability of Section 2.6(b) are not applicable to all Lenders, the Borrower may either (i) designate another financial institution (such financial institution being herein called a "Replacement Lender") acceptable to the Agent (which acceptance will not be unreasonably withheld) and which is not an Affiliate of the Borrower, to assume such Lender's Commitment hereunder and to purchase the Loan of such Lender and such Lender's rights under this Agreement and the Note held by such Lender, all without recourse to or representation or warranty (except as to title of such Lender's portion of the Loan and as to the authority of such Lender to transfer the same) by, or expense to, such Lender, for a purchase price equal to the outstanding principal amount of the Loan payable to such Lender plus any accrued but unpaid interest on such Loan and accrued but unpaid fees owing to such Lender plus any amounts payable to such Lender under Section 2.6(c) or Section 9.7, if any, hereof, and upon such assumption, purchase and substitution, and subject to the execution and delivery to the Agent by the Replacement Lender of documentation reasonably satisfactory to the Agent (pursuant to which such Replacement Lender shall assume the obligations of such original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder or (ii) pay to the Agent,...
Option to Replace Lenders. If any Lender, other than the Agent in its capacity as such, shall:
(a) have notified Agent of a determination under Section 5.1.(a) or become subject to the provisions of Section 5.3.; or
(b) make any demand for payment or reimbursement pursuant to Section 5.1.(c) or Section 5.4.;
(c) for a purchase price equal to the aggregate principal balance of Loans then outstanding and owing to such Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Lender, any such assignment to be completed within 30 days after the making by such Lender of such determination or demand for payment or (y) within 30 days after the making by such Lender of such determination or demand for payment, pay to Agent, for deposit into the Collateral Account, an amount equal to such Lender's Pro Rata Share of all outstanding Letter of Credit Liabilities and pay to such Lender the aggregate principal balance of Loans then outstanding and owing to such Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Lender, whereupon such Lender's Commitment shall terminate, and such Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. None of the Agent, such Lender, or any other Lender shall be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Assignee.
Option to Replace Lenders. If any Lender, other than the Agent in its capacity as such, shall:
(a) have notified Agent of a determination under Section 5.1.(a) or become subject to the provisions of Section 5.3.; or
(b) make any demand for payment or reimbursement pursuant to Section 5.1.(d) or Section 5.4.; then, provided that (i) at the time of an assignment made by a Lender to an Eligible Assignee in accordance with this Section 2.19. there does not then exist any Default or Event of Default and (ii) the circumstances resulting in such demand for payment or reimbursement under Section 5.1.(d) or Section 5.4. or the applicability of Section 5.1.(a) or Section 5.3. are not applicable to the Lenders generally, the Borrower may demand that such Lender, and upon such demand such Lender shall promptly, assign its respective commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 13.7.(c) for a purchase price equal to the aggregate principal balance of Loans then outstanding and owing to such Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Lender, whereupon such Lender’s Commitment shall terminate, and such Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. None of the Agent, such Lender, or any other Lender shall be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Assignee.
Option to Replace Lenders. If any Lender, other than the Agent in its capacity as such, shall:
(a) have notified Agent of a determination under Section 5.1.(a) or become subject to the provisions of Section 5.3.; or
(b) make any demand for payment or reimbursement pursuant to Section 5.1.(d) or Section 5.4.; then, provided that (x) there does not then exist any Default or Event of Default and (y) the circumstances resulting in such demand for payment or reimbursement under Section 5.1.(d) or Section 5.4. or the applicability of Section 5.1.(a) or Section 5.3. are not applicable to the Requisite Lenders generally, the Borrower may demand that such Lender, and upon such demand such Lender shall promptly, assign its respective Revolving Commitment and Term Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 13.7.(c) for a purchase price equal to the aggregate principal balance of Loans then outstanding and owing to such Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Lender and all other amounts payable hereunder, any such assignment to be completed within 30 days after the making by such Lender of such determination or demand for payment, and such Lender shall no longer be a party hereto or have any rights or obligations hereunder (other than Sections 3.11, 13.3 and 13.11) or under any of the other Loan Documents. None of the Agent, such Lender, or any other Lender shall be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Assignee.
Option to Replace Lenders. If any Lender shall make demand for payment or reimbursement pursuant to Section 3.12(b) or Sections 3.13(a), (b), (c), or (d) or notifies Borrower of the occurrence of the circumstances described in Section 3.14, then, provided that (a) no Default has occurred and is continuing, and (b) the circumstances resulting in such demand for payment or reimbursement are not applicable to all Lenders, Borrower may terminate the Term Loan of such Lender, in whole but not in part, by either (i) paying such Lender (and there shall become due and payable) on such date the outstanding principal of all Borrowings made by such Lender, all interest thereon, and any other Obligation owed to such Lender (including any amounts payable under Section 3.15), if any, or (ii) pursuant to the provisions of Section 13.11, proposing the introduction of a replacement Lender satisfactory to Administrative Agent, or obtaining the agreement of one or more existing Lenders, to assume the entire amount of the Term Loan of the Lender whose Term Loan is being terminated, on the effective date of such termination. Upon the satisfaction of all the foregoing conditions, such Lender that is being terminated shall cease to be a "Lender" for purposes of this Agreement, provided that Borrower shall continue to be obligated to such Lender under Section 7.12 with respect to Indemnified Liabilities (as defined in Section 7.12) arising prior to such termination.
Option to Replace Lenders accordance with Section 9.07, in such amounts as the Borrower may designate.
Option to Replace Lenders. 19.8.1 If any Lender shall become an Affected Lender then, in each such case, provided no Default has occurred and is continuing, the Borrowers shall have the right to replace such Affected Lender. The Borrowers shall exercise such right within 30 Business Days of such Lender becoming an Affected Lender. The replacement of any Affected Lender shall be made for its entire Loan and Commitments.
19.8.2 Where the Borrowers shall wish to replace any Affected Lender then, provided there does not then exist any Default:
19.8.2.1 the Borrowers shall initially be required to offer the other Lenders, through the Administrative Agent, to acquire the whole or any portion of the Loan and assume the corresponding portion of the Commitments of the Affected Lender. The other Lenders shall be required to inform the Administrative Agent of their decision within ten (10) Business Days of such offer; and
19.8.2.2 with respect to any portion of the Loan and Commitments of the Affected Lender that the other Lenders have not decided to acquire within the delay stipulated above, the Borrowers may then request that such portion be Assigned to one or more financial institutions, provided that the Administrative Agent and the LC Issuing Lenders consent to each such Assignment, which consent shall not be unreasonably withheld.
19.8.3 Any Assignment under the provisions of this Section 19.8 shall be effected in accordance with the provisions of Section 22.5 provided, however, that the Borrowers shall pay to the Administrative Agent the fee referred to in paragraph 22.5.
Option to Replace Lenders. If any Lender shall request the Borrower to pay any amounts, or shall assert any other special rights, under Section 2.11 or 2.13 or if a Lender is a Defaulting Lender, the Borrower may request one or more other Lenders or other financial institutions, each of which is an Eligible Assignee (each a "Replacement Lender") to take over all or the affected portion of such Lender's then outstanding Advances and to assume all or the affected portion of such Lender's Commitments and obligations hereunder. If one or more Replacement Lenders shall so agree, the Advances and Commitments of the Lender to be replaced shall, at the direction 65 61 of the Borrower, be assigned to such Replacement Lenders in accordance with Section 9.07, in such amounts as the Borrower may designate.
Option to Replace Lenders. If any Lender shall make demand for payment or reimbursement pursuant to SECTION 3.14(A) or SECTION 3.14(B) or notifies Borrowers of the occurrence of the circumstances described in SECTION 3.15(B), then, provided that (a) no Default has occurred and is continuing, and (b) the circumstances resulting in such demand for payment or reimbursement are not applicable to all Lenders, Borrowers may terminate the Commitment of such Lender, in whole but not in part, by either (i) (A) giving such Lender and Agents not less than five (5) Business Days' written notice thereof, which notice shall be irrevocable and effective only upon receipt thereof by such Lender and Agents and shall specify the date of such termination, and (B) paying such Lender (and there shall become due and payable) on such date the outstanding Principal Debt of all Borrowings made by such Lender, all interest thereon, and any other Obligation owed to such Lender (including any amounts payable under SECTION 3.17), if any, or (ii) pursuant to the provisions of
Option to Replace Lenders. If pursuant to Section 2.1., Agent shall determine that the making of a Revolving Loan requested by Borrower will result in a violation by a Lender (the "Affected Lender") subject to Regulation G of the margin requirements of Regulation G but not those of Regulation U, then, so long as there does not then exist any Default or Event of Default, Borrower may either (a) demand that the Affected Lender, and upon such demand the Affected Lender shall promptly, assign its Commitment to another financial institution subject to and in accordance with the provisions of Section 9.8.