Common use of Optional Termination of Commitments (Non-Pro-Rata) Clause in Contracts

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Section 3.01 or Section 3.04, (ii) the obligation of any Lender to make Eurodollar Loans has been suspended pursuant to Section 3.02, (iii) any Lender is a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.03 or any other provision of any Senior Finance Document requires the consent of more than the Required Lenders and with respect to which the Required Lenders shall have granted their consent, the Borrower shall have the right, if no Default or Event of Default then exists, to (i) remove such Lender by terminating such Lender’s Commitment in full or (ii) replace such Lender by causing such Lender to assign its Commitment to one or more existing Lenders or Eligible Assignees pursuant to Section 10.06; provided, however, that if the Borrower elects to exercise such right with respect to any Lender pursuant to clause (i) or (ii) above, it shall be obligated to remove or replace, as the case may be, all Lenders that have similar requests then outstanding for compensation pursuant to Section 3.01 or 3.04 or whose obligation to make Eurodollar Loans has been similarly suspended. The replacement of a Lender pursuant to this Section 2.10(d) shall be effective on the date of notice of such replacement to the Lenders through the Administrative Agent (the “Replacement Date”), subject to the satisfaction of the following conditions:

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Section 3.01 or Section 3.04, (ii) the obligation of any Lender to make Eurodollar Eurocurrency Loans has been suspended pursuant to Section 3.02, (iii) any Lender is a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.03 or any other provision of any Senior Finance Document requires the consent of more than the Required Lenders and with respect to which the Required Lenders shall have granted their consent, the Borrower shall have the right, if no Default or Event of Default then exists, to (i) remove such Lender by terminating such Lender’s Commitment in full or (ii) replace such Lender by causing such Lender to assign its Commitment to one or more existing Lenders or Eligible Assignees pursuant to Section 10.06; provided, however, that if the Borrower elects to exercise such right with respect to any Lender pursuant to clause (i) or (ii) above, it shall be obligated to remove or replace, as the case may be, all Lenders that have similar requests then outstanding for compensation pursuant to Section 3.01 or 3.04 or whose obligation to make Eurodollar Eurocurrency Loans has been similarly suspended. The replacement of a Lender pursuant to this Section 2.10(d) shall be effective on the date of notice of such replacement to the Lenders through the Administrative Agent (the “Replacement Date”), subject to the satisfaction of the following conditions:

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender or other Protected Party has demanded compensation or indemnification pursuant to Section 3.01 3.01, 3.03 or Section 3.04, (ii) the obligation of any Lender to make fund its Loans at the Adjusted Eurodollar Loans Rate has been suspended pursuant to Section 3.02, (iii) a Market Disruption Event exists or is in effect with respect to any Lender Loan for any day during any Interest Period (other than a Loan on which interest is a Defaulting Lender based on the CP Rate or the Alternative Rate for such Interest Period) or (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.03 11.03 or any other provision of any Senior Finance Loan Document requires the consent of more than the Required Lenders and with respect to which or all of the Required Lenders shall have granted their consentLenders, the Borrower shall have the right, if no Default or Event with the prior written consent of Default then existsthe Agent, to (i) remove such Lender and all related Protected Parties by terminating such Lender’s the Commitment of the related Committed Lender in full or (ii) replace such Lender and all related Protected Parties by causing such the related Committed Lender to assign its Commitment to one or more existing Committed Lenders or Eligible Assignees pursuant to Section 10.06; provided, however, that if the Borrower elects to exercise such right with respect to any Lender pursuant to clause (i) or (ii) above, it shall be obligated to remove or replace, as the case may be, all Lenders that have similar requests then outstanding for compensation pursuant to Section 3.01 or 3.04 or whose obligation to make Eurodollar Loans has been similarly suspended11.06. The replacement of a Lender pursuant to this Section 2.10(d2.08(b) shall be effective on Second Amended and Restated Warehouse Loan Agreement the tenth Business Day following the date of notice of such replacement to the Lenders through the Administrative Agent (the “Replacement Date”)Agent, subject to the satisfaction of the following conditions:

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender or other Protected Party has demanded compensation or indemnification pursuant to Section 3.01 3.01, 3.03 or Section 3.04, (ii) the obligation of any Lender to make fund its Loans at the Adjusted Eurodollar Loans Rate has been suspended pursuant to Section 3.02, 3.02 or (iii) any Lender is a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.03 11.03 or any other provision of any Senior Finance Loan Document requires the consent of more than the Required Lenders and with respect to which or all of the Required Lenders shall have granted their consentLenders, the Borrower shall have the right, if no Default or Event with the prior written consent of Default then existsthe Agent, to (i) remove such Lender and all related Protected Parties by terminating such Lender’s the Commitment of the related Committed Lender in full or (ii) replace such Lender and all related Protected Parties by causing such the related Committed Lender to assign its Commitment to one or more existing Amended and Restated Warehouse Loan Agreement Committed Lenders or Eligible Assignees pursuant to Section 10.06; provided, however, that if the Borrower elects to exercise such right with respect to any Lender pursuant to clause (i) or (ii) above, it shall be obligated to remove or replace, as the case may be, all Lenders that have similar requests then outstanding for compensation pursuant to Section 3.01 or 3.04 or whose obligation to make Eurodollar Loans has been similarly suspended11.06. The replacement of a Lender pursuant to this Section 2.10(d2.08(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice of such replacement to the Lenders through the Administrative Agent (the “Replacement Date”)Agent, subject to the satisfaction of the following conditions:

Optional Termination of Commitments (Non-Pro-Rata). If (i) any Lender has demanded compensation or indemnification pursuant to Section 3.01 3.06 or Section 3.043.10, (ii) the obligation of any Lender to make Eurodollar Loans has been suspended pursuant to Section 3.023.08, (iii) any Lender is a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.03 10.06 or any other provision of any Senior Finance Credit Document requires the consent of more than all of the Required Lenders and with respect to which the Required Lenders shall have granted their consent, the Borrower shall have the right, if no Default or Event of Default then exists, to (i) remove such Lender by terminating such Lender’s Commitment in full or (ii) replace such Lender by causing such Lender to assign its Commitment to with one or more existing Lenders or Eligible Assignees pursuant (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, collectively, the “Replacement Lenders”) reasonably acceptable to Section 10.06; provided, however, that if the Borrower elects to exercise such right with respect to any Lender pursuant to clause (i) or (ii) above, it shall be obligated to remove or replace, as the case may be, all Lenders that have similar requests then outstanding for compensation pursuant to Section 3.01 or 3.04 or whose obligation to make Eurodollar Loans has been similarly suspendedAdministrative Agent. The replacement of a Retiring Lender pursuant to this Section 2.10(d3.04(d) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice of such replacement to the Lenders Retiring Lender and each Continuing Lender through the Administrative Agent (the “Replacement Date”)Agent, subject to the satisfaction of the following conditions: