Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower shall pay, or cause to be paid, the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c); and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (ia)(i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower Representative that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.17, 2.16 2.18 or 2.172.19, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, or Administrative Agent may, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees satisfactory to Administrative Agent (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such timetime and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.10; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.17(c), 2.16 2.18 or 2.17; 2.19, or otherwise as if it were a prepayment pursuant to Section 2.9(c)prepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if Upon the Borrower exercises its option hereunder prepayment of all amounts owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or any Terminated Lender, if any, such Terminated Lender shallshall no longer constitute a “Lender” for purposes hereof; provided, promptly after receipt of written notice any rights of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any to indemnification hereunder shall survive as to such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6Terminated Lender.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Douglas Dynamics, Inc), Credit and Guaranty Agreement (Douglas Dynamics, Inc), Credit and Guaranty Agreement (Douglas Dynamics, Inc)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the any Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.14, 2.16 2.15 or 2.172.16, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the any Borrower’s request for such withdrawal; withdrawal or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b10.05(b) or (c), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; , then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the any Borrower may, may by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause cause, at its sole expense and effort, such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 10.06 and the Borrower Borrowers shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder (including the registration and processing fee payable to the Administrative Agent pursuant to Section 10.06(d)) in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.14(c), 2.16 2.15 or 2.172.16; or otherwise as if it were a prepayment pursuant to Section 2.9(c); and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the any Borrower exercises its option hereunder to cause an assignment by such Xxxxxx Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.610.06. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 10.06 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.610.06.
Appears in 2 contracts
Samples: Counterpart Agreement (Och-Ziff Capital Management Group LLC), Governance Agreement (Och-Ziff Capital Management Group LLC)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender Lender, or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower shall pay, or cause to be paid, pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Increased Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such timetime and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.172.20; or otherwise as if it were a prepayment pursuant to Section 2.9(c); and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if Upon the Borrower exercises its option hereunder prepayment of all amounts owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or any Terminated Lender, such Terminated Lender shallshall no longer constitute a “Lender” for purposes hereof; provided, promptly after receipt of written notice any rights of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any to indemnification hereunder shall survive as to such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6Terminated Lender.
Appears in 2 contracts
Samples: Counterpart Agreement (Arizona Chemical Ltd.), Second Lien Credit and Guaranty Agreement (Arizona Chemical Ltd.)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the BorrowerCompany’s request for such withdrawal; or (b) (i) any Lender shall be a Defaulting Lender and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Company’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower Company may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower Borrowers shall pay, or cause to be paid, pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Increased Cost Lender or a Non-Consenting Lender and the Defaulting Lender shall pay the fees, if any, payable thereunder in connection with any such assignment from such Defaulting Lender; provided, (1A) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and Lender, (B2) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such timetime and (3) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11; (2B) on the date of such assignment, the Borrower Borrowers shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.172.20; or otherwise as if it were a prepayment pursuant to Section 2.9(c); and (3C) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each ; provided, Company may not make such election with respect to any Terminated Lender agrees that if is also an Issuing Bank unless, prior to the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice effectiveness of such election, execute and deliver Borrowers shall have caused each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all documentation necessary amounts owing to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or any Terminated Lender and any the termination of such documentation so executed by the Administrative Agent Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall be effective no longer constitute a “Lender” for purposes hereof; provided, any rights of documenting an assignment pursuant such Terminated Lender to Section 10.6indemnification hereunder shall survive as to such Terminated Lender.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Education Management Corporation), Credit and Guaranty Agreement (Education Management Corporation)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower shall pay, or cause to be paid, pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Increased Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by accrued, but theretofore unpaid fees owing to such Terminated Lender, together with all then unpaid interest with respect thereto at such timeLender pursuant to Section 2.11; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.172.20; or otherwise as if it were a prepayment pursuant to which Section 2.9(c); 2.13(c) applies and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Boise Inc.), Intercreditor Agreement (Bz Intermediate Holdings LLC)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to the Borrower Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.17, 2.16 2.18 or 2.172.19, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after the BorrowerCompany’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Administrative Agent and Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Non Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender or Non-Non Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), Administrative Agent may (which, in the Borrower maycase of an Increased-Cost Lender, only after receiving written request from Company to remove such Increased-Cost Lender), by giving written notice to the Administrative Agent Company and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitments, if any, in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 10.6, and the Borrower Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and Lender, (B) an amount equal to all unreimbursed drawings or participations that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such timetime and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.10; (2) on the date of such assignment, the Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.18 or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c)2.19; and (3) in the event such Terminated Lender is a Non-Non Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Non Consenting Lender. Each Lender agrees that if Upon the Borrower exercises its option hereunder prepayment of all amounts owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or any Terminated Lender and any the termination of such documentation so executed by the Administrative Agent Terminated Lender’s Commitments, if any, such Terminated Lender shall be effective no longer constitute a “Lender” for purposes hereof; provided, any rights of documenting an assignment pursuant such Terminated Lender to Section 10.6indemnification hereunder shall survive as to such Terminated Lender.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Speed Commerce, Inc.), Credit and Guaranty Agreement (Speed Commerce, Inc.)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower shall pay, or cause to be paid, the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c); ) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.13, 2.14 or 2.15, 2.16 or 2.17, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders Administrative Agent shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), Administrative Agent may (which, in the case of an Increased-Cost Lender, only after receiving written request from Borrower mayto remove such Increased-Cost Lender), by giving written notice to the Administrative Agent Borrower and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Term Loan in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans Term Loan of the Terminated Lender and Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such timetime and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.13 or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c)2.14; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a the Terminated Lender does not comply with the requirements of the immediately preceding sentence fails to execute an Assignment Agreement pursuant to Section 10.6 within one five Business Day Days after receipt by the Terminated Lender of notice of replacement pursuant to this Section 2.16 and presentation to such notice, each Terminated Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an Assignment Agreement evidencing an assignment in accordance with pursuant to this Section 10.6 on behalf of a Non-Consenting Lender or 2.16, the Terminated Lender shall be deemed to have executed and any delivered such documentation so executed Assignment Agreement, and upon the execution and delivery of Assignment Agreement by the Replacement Lender and Administrative Agent Agent, shall be effective for purposes of documenting an assignment pursuant to this Section 2.16 and Section 10.6. Upon the prepayment of all amounts owing to any Terminated Lender such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Waitr Holdings Inc.), Credit and Guaranty Agreement (Waitr Holdings Inc.)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower shall pay, pay or cause to be paid, paid the fees, if any, payable thereunder in connection with any such assignment from an Increased-Increased Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by accrued, but theretofore unpaid fees owing to such Terminated Lender, together with Lender pursuant to Section 2.8 and all then unpaid interest with respect thereto at other amounts owing to such timeTerminated Lender pursuant to any other provision of any Credit Document; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c); and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Upon the prepayment of all amounts owing to any Terminated Lender agrees that if the Borrower exercises its option such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Movie Gallery Inc), Second Lien Credit and Guaranty Agreement (Movie Gallery Inc)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: that (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Non‑Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower shall pay, or cause to be paid, pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and and, all accrued interest on, all outstanding Loans of the Terminated Lender and Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such timetime and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; or otherwise as if it were a prepayment pursuant subject to Section 2.9(c2.10(b)(i); and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Non‑Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Hamilton Lane INC), Credit and Guaranty Agreement (Hamilton Lane INC)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (aA) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the BorrowerCompany’s request for such withdrawal; or (b) in connection with any proposed amendmentthen, modification, termination, waiver or consent with respect to such Lender, (the “Terminated Lender”) and (B) at any time after the Initial Lenders have transferred all or a portion of the provisions hereof as contemplated Loans held by Section 10.5(b)them on the Closing Date, the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each any Lender becomes a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not ” (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under as defined below in this Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”2.24), the Borrower may, Company may by giving written notice to the Administrative Agent and any Terminated Lender of its their election to do so, elect to cause such Terminated Lender or such Non-Consenting lender, as the case may be (and such Terminated Lender or such Non-Consenting Lender, as the case may be, hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 11.6 (but without the requirement to execute a Settlement Confirmation or an Assignment Agreement) and Company or the Borrower Replacement Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender or the Non-Consenting Lender, as the case may be, an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated or the Non-Consenting Lender, together with all then unpaid interest with respect thereto at such timeas the case may be, and expenses and other indemnification payments due and payable under this Agreement; and (2) in the case of the Terminated Lender on the date of such assignment, the Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.19 or 2.172.20; or otherwise as if it were a prepayment. Upon the prepayment pursuant of all amounts owing to Section 2.9(c); and (3) in the event such any Terminated Lender is a or any Non-Consenting Lender, each Replacement Lender shall consentas the case may be, at the time of such assignment, to each matter in respect of which such Terminated Lender was a or such Non-Consenting Lender. Each , as the case may be, shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by or such Xxxxxx as a Non-Consenting Lender, as the case may be, to indemnification hereunder shall survive as to such Terminated Lender or Terminated such Non-Consenting Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6as the case may be. In the event that a Lender does not comply with (i) the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Borrower or the Administrative Agent (with has requested the Lenders to consent to a departure or waiver of any provisions of the Requisite LendersCredit Documents or to agree to any amendment thereto, (ii) to execute and deliver such documentation as may be required to give effect to an assignment the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.6 on behalf of 11.5 and (iii) the Requisite Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6Lender.”
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Euramax International, Inc.), Credit and Guaranty Agreement (Euramax International, Inc.)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the assignment fees, if any, in connection with such assignment shall be paid as follows: Borrower shall pay, or cause to be paid, pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Increased Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum principal of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.172.20; or otherwise as if it were a prepayment prepayment; (3) on the next Interest Payment Date, an amount equal to accrued interest and all accrued, but theretofore unpaid fees pursuant to Section 2.9(c2.11, if any, shall be paid to Terminated Lender and Replacement Lender in accordance with Section 10.6(d); and (34) in the event such Terminated Lender is a Non-Consenting Lender, (I) Borrower shall pay any amounts payable to such Non-Consenting Lender pursuant to Section 2.13(b), and (II) each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.
Appears in 1 contract
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.16, 2.16 2.17(c) or 2.172.18, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of the Administrative Agent and the Requisite Lenders shall have been obtained but the consent of one (1) or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Administrative Agent (y) shall, if requested by the Borrower mayin writing, which notice shall identify a Replacement Lender (as defined below) and (z) may (but in the case of an Increased-Cost Lender, only after receiving written request from the Borrower to remove such Increased-Cost Lender), in each case, by giving written notice to the Administrative Agent Borrower and any Terminated Lender of its the Borrower’s or the Administrative Agent’s election to do so, elect to cause instruct such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one (1) or more Eligible Assignees designated by the Borrower or the Administrative Agent, as the case may be, (each, each a “Replacement Lender”) in accordance with with, and subject to the provisions of of, Section 10.6 9.6 and the Borrower such Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to such Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.17(c) or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c)2.18; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if Upon the Borrower exercises its option hereunder prepayment of all amounts owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or any Terminated Lender and any the termination of such documentation so executed by the Administrative Agent Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall be effective no longer constitute a “Lender” for purposes hereof; provided, any rights of documenting an assignment pursuant such Terminated Lender to Section 10.6indemnification hereunder shall survive as to such Terminated Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Consumer Portfolio Services Inc)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.16, 2.16 2.17(c) or 2.172.18, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of the Administrative Agent, Lead Agents and Requisite Lenders shall have been obtained but the consent of one (1) or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Administrative Agent (y) shall, if requested by the Borrower mayin writing, which notice shall identify a Replacement Lender (as defined below) and (z) may (but in the case of an Increased-Cost Lender, only after receiving written request from the Borrower to remove such Increased-Cost Lender), in each case, by giving written notice to the Administrative Agent Borrower and any Terminated Lender of its the Borrower’s or the Administrative Agent’s election to do so, elect to cause instruct such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one (1) or more Eligible Assignees designated by the Borrower or the Administrative Agent, as the case may be, (each, each a “Replacement Lender”) in accordance with with, and subject to the provisions of of, Section 10.6 9.6 and the Borrower such Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to such Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.17(c) or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c)2.18; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if Upon the Borrower exercises its option hereunder prepayment of all amounts owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or any Terminated Lender and any the termination of such documentation so executed by the Administrative Agent Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall be effective no longer constitute a “Lender” for purposes hereof; provided, any rights of documenting an assignment pursuant such Terminated Lender to Section 10.6indemnification hereunder shall survive as to such Terminated Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Consumer Portfolio Services Inc)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the BorrowerCompany’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders Administrative Agent shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), Administrative Agent may (which, in the Borrower maycase of an Increased-Cost Lender, only after receiving written request from Company to remove such Increased-Cost Lender), by giving written notice to the Administrative Agent Company and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans and Multi-Draw Term Loan Commitment, if any, in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by accrued, but theretofore unpaid fees owing to such Terminated Lender, together with all then unpaid interest with respect thereto at such timeLender pursuant to Section 2.10; (2) on the date of such assignment, the Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.18 or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c)2.19; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a the Terminated Lender does not comply with the requirements of the immediately preceding sentence fails to execute an Assignment Agreement pursuant to Section 10.6 within one five Business Day Days after receipt by the Terminated Lender of notice of replacement pursuant to this Section 2.22 and presentation to such notice, each Terminated Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an Assignment Agreement evidencing an assignment in accordance with pursuant to this Section 10.6 on behalf of a Non-Consenting Lender or 2.22, the Terminated Lender shall be deemed to have executed and any delivered such documentation so executed Assignment Agreement, and upon the execution and delivery of Assignment Agreement by the Replacement Lender and Administrative Agent Agent, shall be effective for purposes of documenting an assignment pursuant to this Section 2.22 and Section 10.6. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Multi-Draw Term Loan Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.
Appears in 1 contract
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to the Borrower Company Representative that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 Sections 2.17 or 2.172.18, (ii) the circumstances which that have caused such Lender to be an Affected Lender or which that entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the BorrowerCompany Representative’s request for such withdrawal; or (b) (i) any Lender shall become and continue to be a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default pursuant to Section 2.20(b) within five Business Days after the Company Representative’s or Administrative Agent’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders Administrative Agent shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender, Defaulting Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), Administrative Agent may (which, in the Borrower maycase of an Increased Cost Lender, only after receiving written request from the Company Representative to remove such Increased Cost Lender), by giving written notice to the Administrative Agent Company Representative and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible Assignees (each, identified in consultation with Companies so long as no Event of Default exists) (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower such Terminated Lender shall pay, or cause to be paid, pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Increased Cost Lender or Lender, a Non-Consenting Lender, or a Defaulting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such timetime and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.9; (2) on the date of such assignment, the Borrower Companies shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c)Sections 2.17 or 2.18 or under any other Credit Document; provided, 2.16 or 2.17; or otherwise as if it were such assignment shall not be deemed a prepayment and the Companies shall not be required to pay any premiums or yield maintenance amounts or other similar amount that would be payable pursuant to Section 2.9(c)the Fee Letter in connection with a voluntary prepayment or otherwise; (3) such assignment does not conflict with applicable law, and (34) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower Administrative Agent exercises its option hereunder to cause an assignment by such Xxxxxx Lender as a an Increased Cost Lender, Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a an Increased Cost Lender, Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (OneWater Marine Inc.)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased"INCREASED-Cost Lender”COST LENDER") shall give notice to the Borrower Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.14, 2.16 2.15 or 2.172.16, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s Company's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non"NON-Consenting Lender”CONSENTING LENDER") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”"TERMINATED LENDER"), the Borrower Company may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, each a “Replacement Lender”"REPLACEMENT LENDER") in accordance with the provisions of Section 10.6 and the Borrower Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such timetime and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (2) on the date of such assignment, the Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.14(c), 2.16 2.15 or 2.172.16; or otherwise as if it were a prepayment pursuant to Section 2.9(c); and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if Upon the Borrower exercises its option hereunder prepayment of all amounts owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or any Terminated Lender, such Terminated Lender shallshall no longer constitute a "Lender" for purposes hereof; provided, promptly after receipt of written notice any rights of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any to indemnification hereunder shall survive as to such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6Terminated Lender.
Appears in 1 contract
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18 (other than Section 2.18(c)), 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the BorrowerCompany’s written request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender Lender, or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower Company may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees reasonably acceptable to Administrative Agent (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower Company shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal Principal Amount of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17; 2.20 or otherwise as if it were a prepayment pursuant to Section 2.9(c); and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower Company exercises its option hereunder to cause an assignment by such Xxxxxx Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Dura Automotive Systems Inc)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (ia)(i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower Representative that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.17, 2.16 2.18 or 2.172.19, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, or Administrative Agent may, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by accrued, but theretofore unpaid fees owing to such Terminated Lender, together with all then unpaid interest with respect thereto at such timeLender pursuant to Section 2.10; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.17(c), 2.16 2.18 or 2.17; 2.19, or otherwise as if it were a prepayment pursuant to Section 2.9(c)prepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender and (4) each party hereto agrees that if the Borrower exercises its option hereunder to cause an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the Replacement Lender, and that the Terminated Lender need not be a party thereto in order for such Xxxxxx as a Non-Consenting Lender or assignment to be effective. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shallshall no longer constitute a “Lender” for purposes hereof; provided, promptly after receipt of written notice any rights of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any to indemnification hereunder shall survive as to such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6Terminated Lender.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Douglas Dynamics, Inc)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “"Increased-Cost Lender”") shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s 's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “"Non-Consenting Lender”") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “"Terminated Lender”"), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each, each a “"Replacement Lender”") in accordance with the provisions of Section 10.6 and Terminated Lender in the Borrower shall paycase of clause (b), above, or cause to be paidBorrower or the Replacement Lender, the fees, if any, in each other case shall pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings the prepayment premium that have been funded would otherwise be received by such Terminated Lender, together with all then unpaid interest with respect thereto at such timeLender under Section 2.13(d); (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.172.20; or otherwise as if it were a prepayment pursuant to Section 2.9(c); and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if Upon the Borrower exercises its option hereunder prepayment of all amounts owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or any Terminated Lender, such Terminated Lender shallshall no longer constitute a "Lender" for purposes hereof; provided, promptly after receipt of written notice any rights of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any to indemnification hereunder shall survive as to such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6Terminated Lender.
Appears in 1 contract
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Increased‑Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Non‑Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Increased‑Cost Lender or Non-Consenting Non‑Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower shall pay, or cause to be paid, pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c); 2.9 and (3) in the event such Terminated Lender is a Non-Consenting Non‑Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Non‑Consenting Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.
Appears in 1 contract
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Increased‑Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Non‑Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Increased‑Cost Lender or Non-Consenting Non‑Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitments, if any, in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower shall pay, or cause to be paid, pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Terminated Lender Lender; and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower Credit Parties shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.172.20; or otherwise as if it were a prepayment. Upon the prepayment pursuant of all amounts owing to Section 2.9(c); and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx as a Non-Consenting Lender or any Terminated Lender, such Terminated Lender shallshall no longer constitute a “Lender” for purposes hereof; provided, promptly after receipt of written notice any rights of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any to indemnification hereunder shall survive as to such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6Terminated Lender.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Solera Holdings, Inc)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or Company that such Lender is entitled to receive payments under Section 2.152.11 or 2.14, 2.16 or 2.17pursuant to Section 2.12 is unable to make Eurocurrency Rate Loans, (ii) the circumstances which have caused such Lender to be an Affected Lender unable to make Eurocurrency Rate Loans or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after the BorrowerCompany’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower Company may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (Band, other than as specified in clause (2) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lenderbelow, together with all then unpaid interest with respect thereto at such timeno premium shall be payable in connection therewith); (2) on the date of such assignment, the Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.11 or 2.17; 2.14 or otherwise as if it were a prepayment and the Company shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 2.9(c)10.6 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if Upon the Borrower exercises its option hereunder prepayment of all amounts owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or any Terminated Lender, such Terminated Lender shallshall no longer constitute a “Lender” for purposes hereof; provided, promptly after receipt of written notice any rights of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any to indemnification hereunder shall survive as to such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6Terminated Lender.
Appears in 1 contract
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower NewPageCo that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the BorrowerNewPageCo’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower NewPageCo may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender and Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such timetime and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11; (2) on the date of such assignment, the Borrower NewPageCo shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c)2.20; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Upon the prepayment of all amounts owing to any Terminated Lender agrees that if the Borrower exercises its option such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.
Appears in 1 contract
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower shall pay, or cause to be paid, the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c); ) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.
Appears in 1 contract
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the BorrowerCompany’s request request, if any, for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender Lender, or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower Company may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 9.6 and the Borrower Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c); 2.20 and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if Upon the Borrower exercises its option hereunder prepayment of all amounts owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or any Terminated Lender, such Terminated Lender shallshall no longer constitute a “Lender” for purposes hereof; provided, promptly after receipt of written notice any rights of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any to indemnification hereunder shall survive as to such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6Terminated Lender.
Appears in 1 contract
Samples: Credit Agreement (Emc Corp)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “"Increased-Cost Lender”") shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.16, 2.16 2.17(c) or 2.172.18, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after the Borrower’s 's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of the Administrative Agent, Lead Agents and Requisite Lenders shall have been obtained but the consent of one (1) or more of such other Lenders (each a “"Non-Consenting Lender”") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the "Terminated Lender"), the Administrative AgentAgent (y) shall, if requested by the Borrower in writing, which notice shall identify a Replacement Lender (as defined below) and (z) may (but including any in the case of an Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15Lender, 2.16 or 2.17 upon the only after receiving written request of from the Borrower (the “Terminated to remove such Increased-Cost Lender”), the Borrower mayin each case, by giving written notice to the Administrative Agent Borrower and any Terminated Lender of its the Borrower's or the Administrative Agent’s election to do so, elect to cause instruct such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Revolving Loans and its Revolving Commitments, if any, in full to one (1) or more Eligible Assignees designated by the Borrower or the Administrative Agent, as the case may be, (each, each a “"Replacement Lender”") in accordance with with, and subject to the provisions of of, Section 10.6 9.6 and the Borrower such Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to such Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.17(c) or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c)2.18; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if Upon the Borrower exercises its option hereunder prepayment of all amounts owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or any Terminated Lender and any the termination of such documentation so executed by the Administrative Agent Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall be effective no longer constitute a "Lender" for purposes hereof; provided, any rights of documenting an assignment pursuant such Terminated Lender to Section 10.6indemnification hereunder shall survive as to such Terminated Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Consumer Portfolio Services Inc)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the BorrowerCompany’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or such Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower Company may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.172.20; or otherwise as if it were a prepayment pursuant to Section 2.9(c)prepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if Upon the Borrower exercises its option hereunder prepayment of all amounts owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or any Terminated Lender, such Terminated Lender shallshall no longer constitute a “Lender” for purposes hereof; provided, promptly after receipt of written notice any rights of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any to indemnification hereunder shall survive as to such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6Terminated Lender.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Day International Group Inc)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18 (other than Section 2.18(c)), 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the BorrowerCompany’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain in effect, and (iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within three Business Days after Company’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agentin each case, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15other than Ableco and its Related Funds, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower Company may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and Commitments, if any, in full to one or more Eligible Assignees assignees reasonably acceptable to Administrative Agent (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower Company shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lender, and the Defaulting Lender shall pay fees, if any, payable thereunder in connection with any such assignment from such Defaulting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such timetime and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11; (2) on the date of such assignment, the Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.17; 2.20 or otherwise as if it were a prepayment pursuant to Section 2.9(c)prepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Upon the prepayment of all amounts owing to any Terminated Lender agrees that if and the Borrower exercises its option hereunder to cause an assignment by termination of such Xxxxxx as a Non-Consenting Lender or Terminated Lender’s Commitments, if any, such Terminated Lender shallshall no longer constitute a “Lender” for purposes hereof; provided, promptly after receipt of written notice that Company may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, execute and deliver Company shall have caused each outstanding Synthetic Letter of Credit issued thereby to be cancelled. Upon the prepayment of all documentation necessary amounts owing to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or any Terminated Lender and any the termination of such documentation so executed by the Administrative Agent Terminated Lender’s Commitments, if any, such Terminated Lender shall be effective no longer constitute a “Lender” for purposes hereof; provided, any rights of documenting an assignment pursuant such Terminated Lender to Section 10.6indemnification hereunder shall survive as to such Terminated Lender.
Appears in 1 contract
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the BorrowerCompany’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower Company may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum principal of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.172.20; or otherwise as if it were a prepayment prepayment; (3) on the next Interest Payment Date, an amount equal to accrued interest and all accrued, but theretofore unpaid fees pursuant to Section 2.9(c2.11, if any, shall be paid to Terminated Lender and Replacement Lender in accordance with Section 10.6(d); and (34) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Upon the prepayment of all amounts owing to any Terminated Lender agrees that if the Borrower exercises its option such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.
Appears in 1 contract
Samples: Security Agreement (X Rite Inc)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (ia)(i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)9.1, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, a “Replacement Lender”) Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 10.6 9.6 (each a “Replacement Lender”) and the Borrower shall pay, or cause to be paid, pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Increased Cost Lender or a Non-Consenting Lender; providedprovided that, (1A) on the date of such assignment, such Terminated Lender shall have received payment from the Replacement Lender shall pay to Terminated Lender or the Borrower in an amount equal to the sum of (A1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (2) all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (B) an amount equal to all unreimbursed drawings that have been funded by in the case of any such Terminated Lenderassignment resulting from a claim for compensation under Section 2.15(c), together with all then unpaid interest with respect thereto at 2.16 or 2.17, such time; (2) assignment will result in a material reduction in such compensation and on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c)2.15, 2.16 or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c); and (3C) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In 9.6; provided that each party hereto agrees that an assignment required pursuant to this Section 2.19 may be effected pursuant to an Assignment and Acceptance executed by the event Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such noticeparty thereto, and each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.69.6.
Appears in 1 contract
Samples: Credit Agreement (Fortress Transportation & Infrastructure Investors LLC)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the BorrowerCompany’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower Company may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower Company shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender Lender, and (B) an amount equal to all unreimbursed drawings that have been funded by accrued but theretofore unpaid fees owing to such Terminated Lender, together with all then unpaid interest with respect thereto at such timeLender pursuant to Section 2.8; (2) on the date of such assignment, the Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; 2.17 or otherwise as if it were a prepayment pursuant to Section 2.9(c)prepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if Upon the Borrower exercises its option hereunder prepayment of all amounts owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or any Terminated Lender, such Terminated Lender shallshall no longer constitute a “Lender” for purposes hereof; provided, promptly after receipt of written notice any rights of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any to indemnification hereunder shall survive as to such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6Terminated Lender.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Energy Transfer Partners, L.P.)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.14, 2.16 2.15 or 2.172.16, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the BorrowerCompany’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower Company may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower such Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, provided that (1) on the date of such assignment, the Replacement Lender shall pay to such Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.14(c), 2.16 2.15 or 2.172.16; or otherwise as if it were a prepayment pursuant to Section 2.9(c); and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if Upon the Borrower exercises its option hereunder prepayment of all amounts owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or any Terminated Lender, such Terminated Lender shall, promptly after receipt of written notice shall no longer constitute a “Lender” for purposes hereof; provided that any rights of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any to indemnification hereunder shall survive as to such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6Terminated Lender.
Appears in 1 contract
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (ia)(i) any Lender (an “Increased-Increased Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)9.1, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Increased Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each, a “Replacement Lender”) Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 10.6 9.6 (each a “Replacement Lender”) and the Borrower shall pay, or cause to be paid, pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Increased Cost Lender or a Non-Consenting Lender; providedprovided that, (1A) on the date of such assignment, such Terminated Lender shall have received payment from the Replacement Lender shall pay to Terminated Lender or the Borrower in an amount equal to the sum of (A1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (2) all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.8; (B) an amount equal to all unreimbursed drawings that have been funded by in the case of any such Terminated Lenderassignment resulting from a claim for compensation under Section 2.15(c), together with all then unpaid interest with respect thereto at 2.16 or 2.17, such time; (2) assignment will result in a material reduction in such compensation and on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c)2.15, 2.16 or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c); and (3C) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In 9.6; provided that each party hereto agrees that an assignment required pursuant to this Section 2.19 may be effected pursuant to an Assignment and Acceptance executed by the event Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such noticeparty thereto, and each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.69.6.
Appears in 1 contract
Samples: Credit Agreement (Fortress Transportation & Infrastructure Investors LLC)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower shall pay, or cause to be paid, pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Increased Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender Lender, and (B) an amount equal to all unreimbursed drawings that have been funded by accrued, but theretofore unpaid fees owing to such Terminated Lender, together with all then unpaid interest with respect thereto at such timeLender pursuant to Section 2.11; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.172.20; or otherwise as if it were a prepayment pursuant to Section 2.9(c); and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (AbitibiBowater Inc.)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected affected Lender or that such Lender is entitled to receive payments under Section 2.155.01, 2.16 Section 5.03 or 2.17Section 5.04, (ii) the circumstances which have caused such Lender to be an Affected affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after the Borrower’s request for such withdrawal; withdrawal or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)12.02, the consent of Requisite the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; , then, with respect to each such Increased-Increased Cost Lender or and Non-Consenting Lender that is not (or not affiliated with) the Administrative Agenteach, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the a “Terminated Lender”), the Administrative Agent may, by giving written notice to the Borrower (which, in the case of an Increased-Cost Lender, only after receiving written request from the Borrower to remove such Increased-Cost Lender), or the Borrower may, by giving written notice to the Administrative Agent and Agent, and, in each case, any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and Commitments in full to one or more Eligible Assignees Persons (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 12.04 and the Borrower Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, provided that (1) on the date of such assignment, the Replacement Lender shall pay to such Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, and the Borrower shall pay to such Terminated Lender and the Total Call Premium (B) an amount equal to all unreimbursed drawings that have been funded by calculated as if 100% of such Terminated Lender, together with all ’s Loans were repaid on the date of such assignment); provided further that if the Borrower pays the Total Call Premium to such Terminated Lender then unpaid interest with respect thereto at such timethe Replacement Lender shall not be entitled to any Call Premium; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 5.01 or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c)5.03; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Upon the prepayment of all amounts, including for the avoidance of doubt, any payments owed to the Terminated Lender agrees that if with respect to the Borrower exercises its option hereunder Total Call Premium, owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or any Terminated Lender, such Terminated Lender shall, promptly after receipt of written notice shall no longer constitute a “Lender” for purposes hereof; provided that any rights of such electionTerminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that (x) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent and the assignee, and (with y) the consent Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the Requisite Lenders) other parties to such assignment agree to execute and deliver such documentation documents necessary to evidence such assignment as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and reasonably requested by the applicable Lender; provided that any such documentation so executed documents shall be without recourse to or warranty by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6parties thereto.
Appears in 1 contract
Samples: Senior Secured First Lien Term Loan Credit Agreement (Clean Energy Fuels Corp.)
Removal or Replacement of a Lender. 2.21. . Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender other than a Lead Agent (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.16, 2.16 2.17(c) or 2.172.18, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after the Borrower’s 's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b9.5(b), the consent of the Administrative Agent, Lead Agents and Requisite Lenders shall have been obtained but the consent of one (1) or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Administrative Agent (y) shall, if requested by the Borrower mayin writing, which notice shall identify a Replacement Lender (as defined below) and (z) may (but in the case of an Increased-Cost Lender, only after receiving written request from the Borrower to remove such Increased-Cost Lender), in each case, by giving written notice to the Administrative Agent Borrower and any Terminated Lender of its the Borrower's or the Administrative Agent’s election to do so, elect to cause instruct such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans and its Term Loan Commitments, if any, in full to one (1) or more Eligible Assignees designated by the Borrower or the Administrative Agent, as the case may be, (each, each a “Replacement Lender”) in accordance with with, and subject to the provisions of of, Section 10.6 9.6 and the Borrower such Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to such Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 2.17(c) or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c)2.18; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if Upon the Borrower exercises its option hereunder prepayment of all amounts owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or any Terminated Lender and any the termination of such documentation so executed by the Administrative Agent Terminated Lender’s Term Loan Commitments, if any, such Terminated Lender shall be effective no longer constitute a “Lender” for purposes hereof; provided, any rights of documenting an assignment pursuant such Terminated Lender to Section 10.6indemnification hereunder shall survive as to such Terminated Lender.
Appears in 1 contract
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: that (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower shall pay, or cause to be paid, pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Increased Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.172.20; or otherwise as if it were a prepayment pursuant to Section 2.9(c); and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.
Appears in 1 contract
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) If any Lender (an “Increased-Cost Affected Lender”) shall give notice (a) makes demand upon the Borrowers for (or if the Borrowers are otherwise required to the Borrower that such Lender is an Affected Lender pay) amounts pursuant to Sections 2.27, 2.28 or that such Lender is entitled to receive payments under Section 2.152.29, 2.16 or 2.17, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with is a Defaulting Lender, or (c) denies any proposed amendment, modification, termination, waiver or consent with respect requested by the Administrative Agent pursuant to any of the provisions hereof as contemplated by Section 10.5(b), 10.5 for which the consent of Requisite all Lenders shall have been obtained but (or all affected Lenders) is required, the consent Lead Borrower may, within twenty (20) days of one receipt of such demand, notice (or more the occurrence of such other Lenders (each event causing the Borrowers to be required to pay such compensation or causing Section 2.27 to be applicable), or such Lender becoming a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Defaulting Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate denial of a request by the Administrative Agent pursuant to Section 10.5, as the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower maycase may be, by giving written notice (a “Replacement Notice”) in writing to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Affected Lender (i) request the Affected Lender to cooperate with the Lead Borrower in obtaining a replacement Lender satisfactory to the Administrative Agent and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees the Lead Borrower (each, a the “Replacement Lender”); (ii) in accordance with request the provisions non-Affected Lenders to acquire and assume all of Section 10.6 the Affected Lender’s Advances and its Revolving Commitment Percentage, as provided herein, but none of such Lenders shall be under any obligation to do so; or (iii) propose a Replacement Lender subject to approval by the Borrower shall pay, or cause Administrative Agent (not to be paid, the fees, if any, payable thereunder in connection with unreasonably withheld). If any such assignment from an Increased-Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the satisfactory Replacement Lender shall pay to Terminated Lender an amount equal be obtained pursuant to the sum of foregoing clause (A) an amount equal to the principal ofiii), and all accrued interest on, all outstanding Loans and/or if any one or more of the Terminated Lender non-Affected Lenders shall agree to acquire and (B) an amount equal to assume all unreimbursed drawings that have been funded by of the Affected Lender’s Advances and its Revolving Commitment Percentage, then such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c); and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Affected Lender shall consentassign, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In , all of its Advances and its Revolving Commitment Percentage, and other rights and obligations under this Agreement and the event that a other Credit Documents to such Replacement Lender does not comply with or non-Affected Lenders, as the requirements case may be, in exchange for payment of the immediately preceding sentence within one Business Day after receipt of such noticeprincipal amount so assigned and all interest and fees accrued on the amount so assigned, each Lender hereby authorizes plus all other Obligations then due and directs payable to the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6Affected Lender.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Xerium Technologies Inc)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (ia)(i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower Representative that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.17, 2.16 2.18 or 2.172.19, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, or Administrative Agent may, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and the Borrower Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by accrued, but theretofore unpaid fees owing to such Terminated Lender, together with all then unpaid interest with respect thereto at such timeLender pursuant to Section 2.10; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.17(c), 2.16 2.18 or 2.17; 2.19, or otherwise as if it were a prepayment pursuant to Section 2.9(c)prepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if Upon the Borrower exercises its option hereunder prepayment of all amounts owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or any Terminated Lender, if any, such Terminated Lender shallshall no longer constitute a “Lender” for purposes hereof; provided, promptly after receipt of written notice any rights of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any to indemnification hereunder shall survive as to such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6Terminated Lender.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Douglas Dynamics, Inc)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.15, 2.16 or 2.17, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)9.05, the consent of Requisite Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loans in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 9.06 and the Borrower shall pay, or cause to be paid, pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lender; provided, that (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by accrued but theretofore unpaid fees owing to such Terminated Lender, together with all then unpaid interest with respect thereto at such timeLender pursuant to Section 2.08; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.15(b), 2.16 or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c)prepayment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.69.06. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 9.06 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.69.06.
Appears in 1 contract
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “"Increased-Cost Lender”") shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.18, 2.16 2.19 or 2.172.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s 's request for such withdrawal; or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “"Non-Consenting Lender”") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “"Terminated Lender”"), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans Loans, if any, in full to one or more Eligible Assignees (each, each a “"Replacement Lender”") in accordance with the provisions of Section 10.6 and the Borrower shall pay, or cause to be paid, pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Increased Cost Lender or a Non-Consenting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender Lender, and (B) an amount equal to all unreimbursed drawings that have been funded by accrued, but theretofore unpaid fees owing to such Terminated Lender, together with all then unpaid interest with respect thereto at such timeLender pursuant to Section 2.11; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.18(c), 2.16 2.19 or 2.172.20; or otherwise as if it were a prepayment pursuant to Section 2.9(c); and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Xxxxxx Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6.
Appears in 1 contract
Samples: Pledge and Security Agreement (AbitibiBowater Inc.)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to the Borrower that such Lender is an Affected affected Lender or that such Lender is entitled to receive payments under Section 2.155.01, 2.16 Section 5.03 or 2.17Section 5.04, (ii) the circumstances which have caused such Lender to be an Affected affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after the Borrower’s request for such withdrawal; withdrawal or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b)12.02, the consent of Requisite the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; , then, with respect to each such Increased-Increased Cost Lender or and Non-Consenting Lender that is not (or not affiliated with) the Administrative Agenteach, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the a “Terminated Lender”), the Administrative Agent may, by giving written notice to the Borrower (which, in the case of an Increased-Cost Lender, only after receiving written request from the Borrower to remove such Increased-Cost Lender), or the Borrower may, by giving written notice to the Administrative Agent and Agent, and, in each case, any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and Commitments in full to one or more Eligible Assignees Persons (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 12.04 and the Borrower Terminated Lender shall pay, or cause to be paid, the fees, if any, pay any fees payable thereunder in connection with any such assignment from an Increased-Cost Lender or a Non-Consenting Lenderassignment; provided, provided that (1) on the date of such assignment, the Replacement Lender shall pay to such Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c), 2.16 5.01 or 2.17; or otherwise as if it were a prepayment pursuant to Section 2.9(c)5.03; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Each Lender agrees that if Upon the Borrower exercises its option hereunder prepayment of all amounts owing to cause an assignment by such Xxxxxx as a Non-Consenting Lender or any Terminated Lender, such Terminated Lender shall, promptly after receipt of written notice shall no longer constitute a “Lender” for purposes hereof; provided that any rights of such electionTerminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each party hereto agrees that (x) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent and the assignee, and (with y) the consent Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the Requisite Lenders) other parties to such assignment agree to execute and deliver such documentation documents necessary to evidence such assignment as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and reasonably requested by the applicable Lender; provided that any such documentation so executed documents shall be without recourse to or warranty by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6parties thereto.
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Samples: Senior Secured First Lien Term Loan Credit Agreement (Clean Energy Fuels Corp.)
Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Increased‑Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.152.17 (other than Section 2.17(c)), 2.16 Section 2.18 or 2.17Section 2.19, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five (5) Business Days after the Borrower’s request for such withdrawal; (b) any Lender is a Defaulting Lender; or (bc) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof of this Agreement that requires the consent of 100% of the Lenders or 100% of the Lenders directly affected thereby as contemplated by Section 10.5(b9.08(b), the consent of Requisite the Lenders collectively having Aggregate Exposure representing more than 50% of the Aggregate Exposure of all Lenders required to consent to such matter shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Non‑Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Increased‑Cost Lender, Defaulting Lender or Non-Consenting Non‑Consenting Lender that is not (or not affiliated with) the Administrative Agent, but including any Increased-Cost Lender that is an Affiliate of the Administrative Agent to the extent it does not waive the applicable payment under Section 2.15, 2.16 or 2.17 upon the request of the Borrower (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and Commitments, if any, in full to one or more Eligible Assignees (each, each a “Replacement Lender”) in accordance with the provisions of Section 10.6 9.04 (provided that in the event such Terminated Lender does not execute an Assignment and Acceptance within five (5) Business Days after having received a request therefor, such Terminated Lender shall be deemed to have consented to such Assignment and Acceptance) and the Borrower shall pay, or cause to be paid, the fees, if any, pay any reasonable fees payable thereunder in connection with any such assignment from an Increased-Cost Lender (including any processing or a Non-Consenting Lenderrecordation fees payable to the Administrative Agent pursuant to Section 9.04(c)); provided, (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and Lender, (B) an amount equal to all unreimbursed drawings under Letters of Credit that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such timetime and (C) an amount equal to all accrued, but theretofore unpaid Fees owing to such Terminated Lender pursuant to Section 2.10; (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.15(c2.17(c), 2.16 Section 2.18 or 2.17; Section 2.19 or otherwise as if it were a prepayment pursuant to Section 2.9(c); and (3) in the event such Terminated Lender is a Non-Consenting Non‑Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Non‑Consenting Lender. Each Lender agrees that if ; provided, the Borrower exercises its option hereunder may not make such election with respect to cause any Terminated Lender that is also an assignment by such Xxxxxx as a Non-Consenting Lender or Terminated LenderIssuing Bank unless, such Lender shall, promptly after receipt of written notice prior to the effectiveness of such election, execute and deliver the Borrower shall have caused each outstanding Letter of Credit issued by such Terminated Lender to be cancelled or Cash Collateralized. Upon the prepayment of all documentation necessary amounts owing to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Administrative Agent (with the consent of the Requisite Lenders) to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or any Terminated Lender and any the termination of such documentation so executed by the Administrative Agent Terminated Lender’s undrawn Commitments, if any, such Terminated Lender shall be effective no longer constitute a “Lender” for purposes hereof; provided, any rights of documenting an assignment pursuant such Terminated Lender to Section 10.6indemnification hereunder shall survive as to such Terminated Lender.
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