Impacted Lenders. (a) If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is an Impacted Lender, then (y) the Borrower may, upon notice to such Lender and the Administrative Agent, and (z) in the case of an Impacted Lender, the Administrative Agent may, upon notice to such Lender and the Borrower, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) other than an assignment required by the Administrative Agent, the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b); (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower or the Administrative Agent to require such assignment and delegation cease to apply. In the event that the Administrative Agent, the Borrower, the other Lenders, the L/C Issuers, and the Swing Line Lenders each agree that an Impacted Lender has adequately remedied all matters that caused such Lender to be an Impacted Lender and the Impacted Lender has not been removed or replaced, then such Lender shall purchase at par such of the Loans and L/C Advances of the other Lenders (other than Swing Line Loans, unless and until presented to such Lender for refinancing pursuant to Section 2.15(c)) as the Administrative shall determine may be necessary in order for such Lender to hold such Loans and L/C Advances in accordance with its Commitment hereunder. (b) If a Lender is an Impacted Lender and upon the prior written consent of the Administrative Agent, the other Lenders, the Swing Line Lender, and the L/C Issuers (in each case which consent shall not be unreasonably withheld, conditioned or delayed), then the (c) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Impacted Lender, then the following provisions shall apply for so long as such Lender is an Impacted Lender: (i) commitment fees shall cease to accrue on the unfunded portion of the Commitment of such Impacted Lender pursuant to Section 2.09; (ii) the Commitment of such Impacted Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.01 hereof), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Impacted Lender shall require the consent of such Impacted Lender; and; (iii) if the Borrower cash collateralizes any portion of such Impacted Lender’s L/C Obligations pursuant to Section 2.03(g), the Borrower shall not be required to pay any fees to such Impacted Lender pursuant to Section 2.09 with respect to such Impacted Lender’s L/C Obligations during the period such Impacted Lender’s L/C Obligations are cash collateralized. 10.14 Governing Law; Jurisdiction; Etc. (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER APPLICABLE FEDERAL LAW. (b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS SITTING IN ▇▇▇▇▇▇ COUNTY AND OF THE -84-
Appears in 1 contract
Sources: Credit Agreement
Impacted Lenders. (a) If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is an Impacted Lender, then (y) the Borrower may, upon notice to such Lender and the Administrative Agent, and (z) in the case of an Impacted Lender, the Administrative Agent may, upon notice to such Lender and the Borrower, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: :
(i) other than an assignment required by the Administrative Agent, the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b); ;
(ii) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C AdvancesLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); ;
(iii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and and
(iv) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower or the Administrative Agent to require such assignment and delegation cease to apply. In the event that the Administrative Agent, the Borrower, and the other Lenders, the L/C Issuers, and the Swing Line Lenders each agree that an Impacted Lender has adequately remedied all matters that caused such Lender to be an Impacted Lender and the Impacted Lender has not been removed or replaced, then such Lender shall purchase at par such of the Loans and L/C Advances of the other Lenders (other than Swing Line Loans, unless and until presented to such Lender for refinancing pursuant to Section 2.15(c)) as the Administrative shall determine may be necessary in order for such Lender to hold such Loans and L/C Advances in accordance with its Commitment hereunder.
(b) If a Lender is an Impacted Lender and upon the prior written consent of the Administrative Agent, and the other Lenders, the Swing Line Lender, and the L/C Issuers Lenders (in each case which consent shall not be unreasonably withheld, conditioned or delayed), then thethe Borrower shall have the right to remove such Impacted Lender as a party to this Agreement, and the Borrower may, upon notice to such Impacted Lender and the Administrative Agent remove such Impacted Lender by terminating such Impacted Lender’s Commitment. The Borrower shall (i) pay in full all principal, interest, fees and other amounts owing to such Impacted Lender through the date of termination, and (ii) release such Impacted Lender from its obligations under the Loan Documents. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect the removal of the Impacted Lender and termination of its respective Commitment. The removal of an Impacted Lender and the termination of such Lender’s Commitment shall not increase or decrease any other Lender’s Commitment which shall continue in effect notwithstanding such removal of the Impacted Lender.
(c) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Impacted Lender, then the following provisions shall apply for so long as such Lender is an Impacted Lender: (i) commitment fees shall cease to accrue on the unfunded portion of the Commitment of such Impacted Lender pursuant to Section 2.09; (ii) the Commitment of such Impacted Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.01 hereof), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Impacted Lender shall require the consent of such Impacted Lender; and; (iii) if the Borrower cash collateralizes any portion of such Impacted Lender’s L/C Obligations pursuant to Section 2.03(g), the Borrower shall not be required to pay any fees to such Impacted Lender pursuant to Section 2.09 with respect to such Impacted Lender’s L/C Obligations during the period such Impacted Lender’s L/C Obligations are cash collateralized. 10.14 Governing Law; Jurisdiction; Etc.
(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER APPLICABLE FEDERAL LAW. (b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS SITTING IN ▇▇▇▇▇▇ COUNTY AND OF THE -84-
Appears in 1 contract
Sources: 364 Day Credit Agreement (Patterson Uti Energy Inc)
Impacted Lenders. (a) If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is an Impacted Lender, then (y) the Borrower may, upon notice to such Lender and the Administrative Agent, and (z) in the case of an Impacted Lender, the Administrative Agent may, upon notice to such Lender and the Borrower, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: :
(i) other than an assignment required by the Administrative Agent, the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b); ;
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); ;
(iii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and and
(iv) such assignment does not conflict with applicable Laws. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower or the Administrative Agent to require such assignment and delegation cease to apply. In the event that the Administrative Agent, the Borrower, the other Lenders, the L/C Issuers, and the Swing Line Lenders each agree that an Impacted Lender has adequately remedied all matters that caused such Lender to be an Impacted Lender and the Impacted Lender has not been removed or replaced, then such Lender shall purchase at par such of the Loans and L/C Advances of the other Lenders (other than Swing Line Loans, unless and until presented to such Lender for refinancing pursuant to Section 2.15(c)) as the Administrative shall determine may be necessary in order for such Lender to hold such Loans and L/C Advances in accordance with its Commitment hereunder.
(b) If a Lender is an Impacted Lender and upon the prior written consent of the Administrative Agent, the other Lenders, the Swing Line Lender, and the L/C Issuers (in each case which consent shall not be unreasonably withheld, conditioned or delayed), then thethe Borrower shall have the right to remove such Impacted Lender as a party to this Agreement, and the Borrower may, upon notice to such Impacted Lender and the Administrative Agent remove such Impacted Lender by terminating such Impacted Lender’s Commitment. The Borrower shall (i) pay in full all principal, interest, fees and other amounts owing to such Impacted Lender through the date of termination (including its participations in Letters of Credit and Swing Line Loans), (ii) provide appropriate assurances and indemnities (which may include cash collateral) to the applicable L/C Issuers and Swing Line Lender as either may reasonably require with respect to any continuing obligation of such Impacted Lender to purchase participation interests in any Letters of Credit then outstanding, and (iii) release such Impacted Lender from its obligations under the Loan Documents. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect the removal of the Impacted Lender and termination of its respective Commitment. The removal of an Impacted Lender and the termination of such Lender’s Commitment shall not increase or decrease any other Lender’s Commitment which shall continue in effect notwithstanding such removal of the Impacted Lender.
(c) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes an Impacted Lender, then the following provisions shall apply for so long as such Lender is an Impacted Lender: :
(i) commitment fees shall cease to accrue on the unfunded portion of the Commitment of such Impacted Lender pursuant to Section 2.09; ;
(ii) the Commitment of such Impacted Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.01 hereof), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Impacted Lender shall require the consent of such Impacted Lender; and; ;
(iii) if the Borrower cash collateralizes any portion of such Impacted Lender’s L/C Obligations pursuant to Section 2.03(g), the Borrower shall not be required to pay any fees to such Impacted Lender pursuant to Section 2.09 with respect to such Impacted Lender’s L/C Obligations during the period such Impacted Lender’s L/C Obligations are cash collateralized. 10.14 Governing Law; Jurisdiction; Etc.and
(aiv) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BYif, AND CONSTRUED IN ACCORDANCE WITHunder the circumstances described in Section 2.03(a)(iii)(E), THE LAW OF THE STATE OF TEXAS; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER APPLICABLE FEDERAL LAW. (b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITSan L/C Issuer has issued a Letter of Credit upon satisfactory arrangements as provided for in such subsection, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS SITTING IN ▇▇▇▇▇▇ COUNTY AND OF THE -84-then Letter of Credit Fees shall not accrue on such Letter of Credit in respect of such Impacted Lender pursuant to Section 2.03(i).
Appears in 1 contract