Replacement Facility. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Relevant Facility Lenders), request to replace a Facility with a new revolving credit facility under this Agreement (a “Replacement Facility”); provided that (i) at the time of each such request and upon the effectiveness of each Replacement Facility Amendment, no Default or Event of Default has occurred and is continuing or shall result therefrom and (ii) the Administrative Agent has consented (such consent not to be unreasonably withheld, delayed or conditioned) in writing to the incurrence of such Replacement Facility. The amount of each Replacement Facility shall not exceed the amount of the Facility being replaced. USActive 56005294.156005294.9 -165- (b) Any Replacement Facility shall rank pari passu in right of payment and security with the Obligations in respect of the other Facilities and the obligors in respect thereof shall be Loan Parties. The interest on any outstanding Loans and Swing Line Loans under any replaced Facility, together with all fees owed by the Borrowers under such Facility, shall be paid in full, the principal of any outstanding Loans and Swing Line Loans under any replaced Facility shall be paid in full, replaced, converted or continued on terms satisfactory to the Lenders under such Facility and all outstanding Letters of Credit under such Facility will be replaced or continued on terms satisfactory to the Lenders under such Facility, in each case on the Replacement Facility Closing Date for such Facility. Any Replacement Facility shall be on the terms and pursuant to the documentation applicable to the Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions in respect of the Facility being replaced (other than maturity date and pricing (interest rate and fees)) or on such other terms reasonably acceptable to the Administrative Agent and the Borrowers, as set forth in the relevant Replacement Facility Amendment; provided that any Replacement Facility shall not have a termination date that is earlier than the termination date of the Facility being replaced. In addition, the terms and conditions applicable to any Replacement Facility may provide for additional or different covenants or other provisions that are agreed between the Borrowers and the Lenders under such Replacement Facility and applicable only during periods after the latest final maturity date for all Loans and Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions, as applicable, (other than those under the Facility being replaced) in effect immediately prior to the date such Replacement Facility is incurred or obtained or the date on which all non-replaced Obligations (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge and Hedging and Bank Product Obligations) are paid in full.
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Replacement Facility. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Relevant Facility Lenders), request to replace a Facility with a new revolving credit facility under this Agreement (a “Replacement Facility”); provided that (i) at the time of each such request and upon the effectiveness of each Replacement Facility Amendment, no Default or Event of Default has occurred and is continuing or shall result therefrom and (ii) the Administrative Agent has consented (such consent not to be unreasonably withheld, delayed or conditioned) in writing to the incurrence of such Replacement Facility. The amount of each Replacement Facility shall not exceed the amount of the Facility being replaced. USActive 56005294.156005294.9 -165-.
(b) Any Replacement Facility shall rank pari passu in right of payment and security with the Obligations in respect of the other Facilities and the obligors in respect thereof shall be Loan Parties. The interest on any outstanding Loans and Swing Line Loans under any replaced Facility, together with all fees owed by the Borrowers under such Facility, shall be paid in full, the principal of any outstanding Loans and Swing Line Loans under any replaced Facility shall be paid in full, replaced, converted or continued on terms satisfactory to the Lenders under such Facility and all outstanding Letters of Credit under such Facility will be replaced or continued on terms satisfactory to the Lenders under such Facility, in each case on the Replacement Facility Closing Date for such Facility. Any Replacement Facility shall be on the terms and pursuant to the documentation applicable to the Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions in respect of the Facility being replaced (other than maturity date and pricing (interest rate and fees)) or on such other terms reasonably acceptable to the Administrative Agent and the Borrowers, as set forth in the relevant Replacement Facility Amendment; provided that any Replacement Facility shall not have a termination date that is earlier than the termination date of the Facility being replaced. In addition, the terms and conditions applicable to any Replacement Facility may provide for additional or different covenants or other provisions that are agreed between the Borrowers and the Lenders under such Replacement Facility and applicable only during periods after the latest final maturity date for all Loans and Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions, as applicable, (other than those under the Facility being replaced) in effect immediately prior to the date such Replacement Facility is incurred or obtained or the date on which all non-replaced Obligations (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge and Hedging and Bank Product Obligations) are paid in full.
(c) Each notice from the Borrowers pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Replacement Facility. Any financial institution that elects to extend commitments or uncommitted tranche portions under a Replacement Facility (a “Replacement Facility Lender”) shall be reasonably satisfactory to the U.S. Borrower and (unless such Replacement Facility Lender is already a Lender or a Subsidiary, Affiliate or Approved Fund thereof) the Administrative Agent, and (i) if the Replacement Facility is a replacement of the Acquisition Facility, the Acquisition Facility Issuing Lenders, and (ii) if the Replacement Facility is a replacement of the Dollar Working Capital Facility Committed Tranche, the Dollar Working Capital Facility Uncommitted Tranche or the Multicurrency Working Capital Facility, the Relevant Working Capital Facility Issuing Lenders and the Relevant Swing Line Lenders. Each Replacement Facility Lender that is not already a Lender shall become a Lender under this Agreement pursuant to a Replacement Facility Amendment. Each Replacement Facility shall become effective pursuant to an amendment (each, a “Replacement Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, such Replacement Facility Lender(s) and the Administrative Agent. No Replacement Facility Amendment shall require the consent of any Lenders or any other Person other than the Borrowers, the Administrative Agent and the Replacement Facility Lenders with respect to such Replacement Facility Amendment. No Lender shall be obligated to provide any commitment or uncommitted tranche portion for any Replacement Facility, unless it so agrees in its sole discretion. Commitments in respect of any Replacement Facility shall become Commitments under this Agreement and Dollar Working Capital Facility Uncommitted Tranche Portions in respect of any Replacement Facility shall become Dollar Working Capital Facility Uncommitted Tranche
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Replacement Facility. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Relevant Facility Lenders), request to replace a Facility with a new revolving credit facility under this Agreement (a “Replacement Facility”); provided that (i) at the time of each such request and upon the effectiveness of each Replacement Facility Amendment, no Default or Event of Default has occurred and is continuing or shall result therefrom and (ii) the Administrative Agent has consented (such consent not to be unreasonably withheld, delayed or conditioned) in writing to the incurrence of such Replacement Facility. The amount of each Replacement Facility shall not exceed the amount of the Facility being replaced. USActive 56005294.156005294.9 -165-.
(b) Any Replacement Facility shall rank pari passu in right of payment and security with the Obligations in respect of the other Facilities and the obligors in respect thereof shall be Loan Parties. The interest on any outstanding Loans and Swing Line Loans under any replaced Facility, together with all fees owed by the Borrowers under such Facility, shall be paid in full, the principal of any outstanding Loans and Swing Line Loans under any replaced Facility shall be paid in full, replaced, converted or continued on terms satisfactory to the Lenders under such Facility and all outstanding Letters of Credit under such Facility will be replaced or continued on terms satisfactory to the Lenders under such Facility, in each case on the Replacement Facility Closing Date for such Facility. Any Replacement Facility shall be on the terms and pursuant to the documentation applicable to the Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions in respect of the Facility being replaced (other than maturity date and pricing (interest rate and fees)) or on such other terms reasonably acceptable to the Administrative Agent and the Borrowers, as set forth in the relevant Replacement Facility Amendment; provided that any Replacement Facility shall not have a termination date that is earlier than the termination date of the Facility being replaced. In addition, the terms and conditions applicable to any Replacement Facility may provide for additional or different covenants or other provisions that are agreed between the Borrowers and the Lenders under such Replacement Facility and applicable only during periods after the latest final maturity date for all Loans and Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions, as applicable, (other than those under the Facility being replaced) in effect immediately prior to the date such Replacement Facility is incurred or obtained or the date on which all non-replaced Obligations (except indemnification obligations for which no claim has been made and of which no Responsible Person of any Loan Party has knowledge and Hedging and Bank Product Obligations) are paid in full.
(c) Each notice from the Borrowers pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Replacement Facility. Any financial institution that elects to extend commitments or uncommitted tranche portions under a Replacement Facility (a “Replacement Facility Lender”) shall be reasonably satisfactory to the U.S. Borrower and (unless such Replacement Facility Lender is already a Lender or a Subsidiary, Affiliate or Approved Fund thereof) the Administrative Agent, and (i) if the Replacement Facility is a replacement of the Acquisition Facility, the Acquisition Facility Issuing Lenders, and (ii) if the Replacement Facility is a replacement of the Dollar Working Capital Facility Committed Tranche, the Dollar Working Capital Facility Uncommitted Tranche or the Multicurrency Working Capital Facility, the Relevant Working Capital Facility Issuing Lenders and the Relevant Swing Line Lenders. Each Replacement Facility Lender that is not already a Lender shall become a Lender under this Agreement pursuant to a Replacement Facility Amendment. Each Replacement Facility shall become effective pursuant to an amendment (each, a “Replacement Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, such Replacement Facility Lender(s) and the Administrative Agent. No Replacement Facility Amendment shall require the consent of any Lenders or any other Person other than the Borrowers, the Administrative Agent and the Replacement Facility Lenders with respect to such Replacement Facility Amendment. No Lender shall be obligated to provide any commitment or uncommitted tranche portion for any Replacement Facility, unless it so agrees in its sole discretion. Commitments in respect of any Replacement Facility shall become Commitments under this Agreement and Dollar Working Capital Facility Uncommitted Tranche Portions in respect of any Replacement Facility shall become Dollar Working Capital Facility Uncommitted Tranche Portions under this Agreement. Notwithstanding anything to the contrary in this Agreement (including Section 11.1), a Replacement Facility Amendment may, without the consent of any other Lenders or any other Person, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section. The effectiveness of any Replacement Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Replacement Facility Lenders party thereto, be subject to the satisfaction or waiver on the date thereof (each, a “Replacement Facility Closing Date”) of each of the conditions set forth in Section 6.2 (it being understood that all references to the date of making any extension of credit in Section 6.2 shall be deemed to refer to the Replacement Facility Closing Date). To the extent reasonably requested by the Administrative Agent, the effectiveness of a Replacement Facility Amendment may be conditioned on the Administrative Agent’s receipt of customary legal opinions with respect thereto, board resolutions and officers’ certificates, additional filings or registrations, mortgage amendments, filing amendments and/or reaffirmation agreements. No Replacement Facility may be implemented unless such Replacement Facility has provisions reasonably satisfactory to the Administrative Agent with respect to Letters of Credit and Swing Line Loans then outstanding under the Facility being replaced.
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