Common use of Replacement of Lender Clause in Contracts

Replacement of Lender. If (i) the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rights.

Appears in 2 contracts

Samples: Credit Agreement (Foamex Capital Corp), Credit Agreement (Foamex Capital Corp)

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Replacement of Lender. If (a) either Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender, (b) any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Declining Lender, (d) any Lender is a Defaulting Lender or has a direct or indirect parent company that is the subject of a Bankruptcy Event, (e) any Lender invokes Section 9.2 or (f) any Lender has advised that it will not consent to any waiver or amendment of this Agreement that requires the approval of all the Lenders or all affected Lenders and, upon the replacement of such non-consenting Lender, the Lender replacing such non-consenting Lender shall consent to any such waiver or amendment and such approval (as to all Lenders or as to all affected Lenders, as applicable) shall be obtained (any Lender subject to any of the foregoing clauses (a), (b), (c), (d), (e) or (f) being an “Affected Lender”), the Borrowers may elect (i) in the Borrower becomes obligated case of the foregoing clauses (a), (b), (c), (d) or (e) (but only if such additional payment continues to pay additional amounts be required, such suspension continues to be effective, such Lender continues to be a Declining Lender, such Lender continues to be a Defaulting Lender or the direct or indirect parent company of such Lender continues to be the subject of a Bankruptcy Event or Section 9.2 continues to be invoked), to terminate the Commitment of such Affected Lender (without affecting the Commitments of the other Lenders), or (ii) in all cases, to replace such Affected Lender and its Commitment (including with one or more Lenders (which may be current Lenders) having lesser, equivalent or greater aggregate Commitments than those of the Affected Lenders being so replaced); provided that (A) in the case of any termination of the Commitment of an Affected Lender, no Default or Unmatured Default shall have occurred and be continuing at the time of such termination, (B) in the case of any replacement of an Affected Lender, one or more banks or other entities which are approved by the Borrowers, the Agent and each Issuing Bank (such approval not to be unreasonably withheld or delayed) shall purchase for cash at face amount the Outstanding Credit Exposure of the Affected Lender pursuant to an Assignment and Assumption substantially in the form of Exhibit C (and, if not already a Lender, shall become a Lender for all purposes under this Agreement) and assume the Commitment (or the applicable portion thereof) and all obligations of the Affected Lender as of the time of such replacement and comply with the requirements of Section 3.0312.1 applicable to assignments, 3.04 and (C) in the case of any termination or 4.01(f) replacement of the Commitment of an Affected Lender, each Borrower shall pay to such Affected Lender in immediately available funds on the day of termination or replacement, to the extent not paid by a replacement Lender pursuant to the preceding clause (B), all principal, interest, fees and other amounts (other than with respect unasserted contingent indemnity obligations) then outstanding or accrued but unpaid for the account of such Affected Lender to the extent constituting Obligations of such Borrower hereunder, including payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and, except in the case of a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections Defaulting Lender, an amount, if any, equal to the payment which is not generally applicable would have been due to all Lenders, then, unless such Lender has theretofore taken steps on the day of such termination or replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date pursuant to remove or cure, and has removed or curedSection 2.8. Notwithstanding the foregoing, the conditions creating Borrowers may not terminate the cause for Commitment of an Affected Lender if, after giving effect to such obligation termination, (x) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment (as then in effect giving effect to pay such additional amounts, within fifteen any increases thereof effected in accordance with the terms hereof) or (15y) days the Borrower Credit Exposure of being on notification either Borrower would exceed the Borrower Sublimit of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e)Borrower, in each case, the Borrower may designate another bank which is reasonably acceptable giving effect to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all prepayments of the Notes of such Lender and all of such Lender's rights hereunder, without recourse Obligations to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities be made in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsconnection therewith.

Appears in 2 contracts

Samples: Credit Agreement (Ameren Illinois Co), Credit Agreement (Ameren Illinois Co)

Replacement of Lender. If (w) the Borrower is obligated to pay to any Lender any amount under Section 3.6 or Section 3.10, the Borrower shall have the right within 90 days thereafter, (x) any Lender shall be a Defaulting Lender, the Borrower shall have the right at any time during which such Lender shall remain a Defaulting Lender, (y) any Lender shall have not consented to an Extension Request or (z) any Lender shall not have approved any other consent, waiver or amendment that (A) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.1 and (B) has been approved by the Required Lenders, the Borrower shall have the right at any time, in each case in accordance with the requirements of Section 11.7(b) and only if no Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”); provided that (i) at the Borrower becomes obligated time of any replacement pursuant to pay additional amounts to any this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 3.0311.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment, 3.04 the outstanding Loans, the Swing Line Exposure and the Letter of Credit Exposure of the Replaced Lender and, in connection therewith, shall pay the following: (a) to the Replaced 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 and Swing Line Participation Amounts of the Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, (b) to each Issuer, an amount equal to such Replaced Lender’s Commitment Percentage of all drawings on Letters of Credit issued by such Issuer (which at such time remain unpaid drawings) to the extent such amount was not funded by such Replaced Lender, (c) to the Swing Line Lender, an amount equal to such Replaced Lender’s Commitment Percentage of any Mandatory Borrowing to the extent such amount was not funded by such Replaced Lender, and (d) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution and delivery of the respective Assignment and Assumptions and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of this Section 3.13, the second sentence of Section 13.07 or (iii) Replacement Lender shall become a Lender invokes hereunder and the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Replaced Lender shall cease to the Administrative Agents (such bank being herein called constitute a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse except with respect to or warranty (other than title) by, or expense to, such Lender for a purchase price equal indemnification provisions under this Agreement that are intended to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans which may be applicable to any such Replaced Lender prior to the date of its replacement. Solely for the purpose of calculating break funding payments under Section 3.5, and the Replacement assignment by any Replaced Lender of any Term SOFR Advance prior to the last day of the Interest Period applicable thereto pursuant to clause (w) or (y) of this Section 3.13 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsTerm SOFR Advance.

Appears in 2 contracts

Samples: Five Year Credit Agreement (CVS HEALTH Corp), Five Year Credit Agreement (CVS HEALTH Corp)

Replacement of Lender. If (I) Borrower receives a notice pursuant to subsection 2.7A, 2.7C or 3.6, (II) a Lender refuses to consent to an amendment, modification or waiver of this Agreement or the other Loan Documents that, pursuant to subsection 10.6, requires consent of 100% of the Lenders, 100% of the Lenders with Obligations directly affected, 100% of the Term Loan Lenders or 100% of the Revolving Lenders and as to which the consent of the Requisite Lenders has been received, (III) Borrower receives a notice from any applicable Gaming Authority that a Lender is no longer qualified or suitable to make Loans to Borrower under the applicable Gaming Laws (and such Lender is notified by Borrower and Administrative Agent in writing of such disqualification), or (IV) any Lender becomes a Defaulting Lender and continues as such for more than five (5) Business Days at any time, in each case Borrower shall have the right, if no Potential Event of Default or Event of Default then exists, to replace such Lender (a “Replaced Lender”) with one or more Eligible Assignees (collectively, the “Replacement Lender”) acceptable to Administrative Agent; provided that (i) at the Borrower becomes obligated to pay additional amounts to time of any Lender replacement pursuant to Section 3.03this subsection 2.8B, 3.04 the Replacement Lender shall enter into one or 4.01(fmore Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the outstanding Loans and Commitments of, and in each case participations in Letters of Credit and Swing Line Loans by, the Replaced Lender and, in connection therewith, shall pay to (other than x) the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of all outstanding Loans of the Replaced Lender and (B) an amount equal to all unpaid drawings with respect to a LIBO Rate Reserve RequirementLetters of Credit that have been funded by (and not reimbursed to) as a result such Replaced Lender, (y) the appropriate Issuing Bank an amount equal to such Replaced Lender’s Pro Rata Share of any condition described in unpaid drawings with respect to Letters of Credit (which at such Sections which is time remains an unpaid drawing) issued by it to the extent such amount was not generally applicable theretofore funded by such Replaced Lender and (z) Swing Line Lender an amount equal to all Lenders, then, unless such Lender has Replaced Lender’s Pro Rata Share of any Refunded Swing Line Loans to the extent such amount was not theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for funded by such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such conditionReplaced Lender, (ii) all obligations (including all such amounts, if any, owing under subsection 2.6D) of Borrower owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement and (iii) in the case of the replacement of a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (iiII) above, all such non-consenting Lenders shall be replaced in accordance with this subsection 2.8B and each Replacement Lender shall consent, at the time of such assignment, to each matter that was the subject of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any applicable consent request. All accrued but unpaid interest on such Notes interest, commitment fees and accrued but unpaid commitment letter of credit fees and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such amounts payable to the Replaced Lender shall consummate such sale be paid in accordance with such the terms set forth in the respective Assignment Agreement. Upon the execution and delivery of the respective Assignment Agreements, the payment of amounts referred to in clauses (andi) and (ii) above and delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be become a party hereto or have any obligations or rights Lender hereunder (and the Replaced Lender shall cease to constitute a Lender hereunder except rights which, pursuant with respect to indemnification and confidentiality provisions under this Agreement which by the provisions terms of this Agreement, Agreement survive the termination of this Agreement Agreement, which indemnification and confidentiality provisions shall survive as to such Replaced Lender. Notwithstanding anything to the repayment contrary contained above, no Issuing Bank may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Bank (including the furnishing of a Letter of Credit in form and substance, and issued by an issuer, satisfactory to such Issuing Bank or the furnishing of cash collateral in amounts and pursuant to arrangements satisfactory to such Issuing Bank or the cancellation and return of such outstanding Letter of Credit) have been made with respect to such outstanding Letters of Credit. For the avoidance of doubt, in the case of the Notesreplacement of a Lender pursuant to clause (II) above solely because it refused to consent to an amendment, modification or waiver that required the consent of 100% of Lenders with Obligations directly affected thereby (which amendment, modification or waiver did not accordingly require the consent of 100% of all Lenders), the Loans and Commitments of such Lender that are subject to the Replacement assignments required by this subsection 2.8 shall include only those Loans and Commitments that constitute the Obligations directly affected by the amendment, modification or waiver to which such Lender shall succeed refused to such obligations and rightsprovide its consent.

Appears in 2 contracts

Samples: Security Agreement (Isle of Capri Casinos Inc), Credit Agreement (Isle of Capri Casinos Inc)

Replacement of Lender. If (i) the Borrower becomes obligated is required pursuant to pay Sections 3.1, 3.2 or 3.5 to make any additional amounts payment to any Lender or if any Lender’s obligation to make or continue, or to convert Base Rate Advances into, Term SOFR Advances shall be suspended pursuant to Section 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuer pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 3.03, 3.04 2.4(d) or 4.01(f) declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(eso affected an “Affected Lender”), in each case, the Borrower may designate elect, if the issue or event causing such Lender to be an Affected Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement (except in the case of a Lender’s failure to approve an amendment or waiver that would cure any Default or Event of Default), and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably acceptable satisfactory to the Borrower and the Administrative Agents (Agent and, to the Borrower’s and the Administrative Agent’s reasonable satisfaction, which other bank or entity does not suffer from and is not impacted by the issue or event causing the replacement of the Affected Lender, shall agree, as of such bank being herein called a "Replacement Lender") date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an assignment substantially in the form of Exhibit B and to become a Lender for all purposes under this Agreement and to assume all obligations of the Notes Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender and all in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including payments due to such Affected Lender under Sections 3.1, 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender's rights hereunder. Each party hereto agrees that (i) 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 assignee, and (ii) the Affected Lender need not be a party thereto in order for such assignment and assumption to be effective and shall be deemed to have consented to and be bound by the terms thereof, provided that any such documents shall be without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to by the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsparties thereto.

Appears in 2 contracts

Samples: Credit Agreement (Jack Henry & Associates Inc), Credit Agreement (Henry Jack & Associates Inc)

Replacement of Lender. If (ia) the Borrower becomes obligated is required pursuant to pay Sections 3.1, 3.2 or 3.5 to make any additional amounts payment to any Lender, or (b) any Lender defaults in its obligation to make a Loan, or (in the case of a Revolving Lender) to reimburse the LC Issuers pursuant to Section 3.032.19(e), 3.04 (c) if any Lender declines to approve an amendment or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which waiver that is not generally applicable to all approved by the Required Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iiid) if any Lender otherwise becomes a Defaulting Lender invokes the provisions of Section 4.02(e(any Lender so affected, an “Affected Lender”), in each case, the Borrower may designate elect, if the circumstances resulting in such Lender being an Affected Lender continue, to replace such Affected Lender as a Lender party to this Agreement, provided that no Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably acceptable satisfactory to the Borrower and the Administrative Agents Agent and, if the Affected Lender is a Revolving Lender, which is either a Qualified Bank or reasonably satisfactory to each LC Issuer (such bank being herein called a "Replacement Lender") ”), shall agree, as of such date, to purchase for cash all of at par the Notes of such Lender Advances and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal Obligations due to the outstanding principal amount of the Notes payable to such Affected Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of under this Agreement and the repayment other Loan Documents pursuant to an assignment substantially in the form of Exhibit C and to become a Lender (and a Term Lender and/or Revolving Lender, as applicable) for all purposes under this Agreement and to assume all obligations of the Notes)Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments; and (ii) the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the Replacement Lender shall succeed payment which would have been due to such obligations and rightsAffected Lender under Section 3.4 on the day of such replacement had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender.

Appears in 2 contracts

Samples: Credit Agreement (Tri Pointe Homes, Inc.), Credit Agreement (Tri Pointe Homes, Inc.)

Replacement of Lender. If Upon the occurrence of a Replacement Event, Company shall have the right, prior to the sixtieth (60th) day following the date of the event giving rise to such right and if no Potential Event of Default or Event of Default then exists, to replace such Lender (a "REPLACED LENDER") with one or more Eligible Assignees (collectively, the "REPLACEMENT LENDER") acceptable to Administrative Agent, provided that (i) -------- at the Borrower becomes obligated to pay additional amounts to time of any Lender replacement pursuant to Section 3.03this subsection 2.9 the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the outstanding Loans and Commitments of, 3.04 or 4.01(fand in each case participations in Letters of Credit and Swing Line Loans by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof 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 Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender with respect thereto, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it to the extent such amount was not theretofore funded by such Replaced Lender, and (z) Swing Line Lender an amount equal to such Replaced Lender's Pro Rata Share of any Refunded Swing Line Loans to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and the acceptance thereof by Administrative Agent pursuant to subsection 2.1D, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections indemnification provisions under this Agreement which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, by the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, Agreement survive the termination of this Agreement and the repayment of the Notes)Agreement, which indemnification provisions shall survive as to such Replaced Lender, and the Replacement Lender shall succeed any other obligations or liabilities to Holdings or its Subsidiaries relating to such obligations time in which Replaced Lender was a Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Lender (including the furnishing of a Standby Letter of Credit in form and rightssubstance, and issued by an issuer reasonably satisfactory to such Issuing Lender or the furnishing of cash collateral in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Lender) have been made with respect to such outstanding Letters of Credit.

Appears in 2 contracts

Samples: Security Agreement (Diamond Brands Operating Corp), Credit Agreement (Diamond Brands Operating Corp)

Replacement of Lender. If The Borrower shall be permitted to replace (with one or more replacement Lenders) any Lender: (a) that does not consent to a waiver, amendment or modification pursuant to Section 10.1 that requires a vote of holders of 100% of the Lenders (provided, that, such replacement Lender consents to such waiver, amendment or modification) or (b) which requests reimbursement for, or is otherwise entitled to, amounts owing pursuant to Section 4.1, 4.3, 4.6 or 4.7; provided that (i) such replacement does not conflict with any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps or to remove which the Borrower or cure, and has removed such Lender or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days any of being on notification of such conditiontheir respective property is subject, (ii) no Default, Event of Default or Significant Collateral Party Event shall have occurred and be continuing at the time of such replacement (other than, in the case of a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to replacement predicated upon clause (iia) above, the Default, Event of Default or Significant Collateral Party Event that is the subject of the second sentence of Section 13.07 or vote referred to in clause (a) above), (iii) a the replacement bank or institution shall purchase, at par all Loans and other amounts owing to such replaced Lender invokes prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 4.5 if any LIBO Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement Lender shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 4.02(e10.11.1 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee), in each case(vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 4.1, 4.3, 4.6 or 4.7, as the case may designate another be, (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent, any Issuing Lender or any other Lender shall have against the replaced Lender, (ix) if such replacement bank which or institution is reasonably acceptable not already a Lender, the Borrower shall pay to the Administrative Agents Agent an administrative fee of $3,500 and (such bank being herein called x) in the case of a "Replacement Lender"replacement predicated upon clause (a) above, for the related vote referred to purchase for cash all in clause (a) above, no more Lenders than Lenders holding 20% or more of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the aggregate outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender Loans shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date replaced by the Borrower designated (provided that the Borrower may replace a Replacement Lender, and thereupon such single Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment holding greater than 20% of the Notesaggregate outstanding principal amount of the Loans), and the Replacement Lender shall succeed to such obligations and rights.

Appears in 2 contracts

Samples: Facility Lease Agreement (Edison Mission Energy), Facility Lease Agreement (Edison Mission Energy)

Replacement of Lender. If (i) any Lender requests, or provides notice to the Borrower becomes obligated that it intends to request, compensation under Section 2.12, (ii) the Borrower is required to pay any additional amounts amount to any Lender or any governmental authority for the account of any Lender pursuant to Section 3.032.15, 3.04 (iii) any Lender becomes a Defaulting Lender, (iv) any Lender becomes a Non-Consenting Lender or 4.01(f(v) (other than with respect any Lender becomes a Declining Lender, then the Borrower may, at its sole expense and effort, upon notice to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps and the Agent, require such Lender to remove or cureassign and delegate, without recourse (in accordance with and has removed or curedsubject to the restrictions contained in Section 8.07), the conditions creating the cause for all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligation to pay such additional amountsobligations (which assignee may be another Lender, within fifteen (15) days of being on notification of such condition, (ii) if a Lender refuses in writing to give its written consent to any amendment which requires accepts such assignment); provided that (A) the consent of all Lenders which amendment has Borrower shall have received the prior written consent of at least the Requisite Lenders pursuant to clause Agent (ii) of the second sentence of Section 13.07 or (iii) and, if a Lender invokes the provisions of Section 4.02(eRevolving Commitment is being assigned, each Issuing Bank), which consent, in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents shall not unreasonably be withheld or delayed, (such bank being herein called a "Replacement Lender"B) to purchase for cash all of the Notes of such Lender and all shall have received payment of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price an amount equal to the outstanding principal amount of the Notes its Advances and funded participations in Letter of Credit Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, funded participations and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a material reduction in such compensation or payments, (D) in the case of any such assignment resulting from the status of such Lender plus as a Non-Consenting Lender, such assignment, together with any accrued but unpaid interest on assignments by other Non-Consenting Lenders, will enable the Borrower to obtain sufficient consents to cause the applicable amendment, modification or waiver to become effective and (E) in the case of any such Notes and accrued but unpaid commitment and other feesassignment resulting from the status of such Lender as a Declining Lender, expense reimbursements and indemnities in respect the assignee of that such Declining Lender is a Consenting Lender's Commitments. Such A Lender shall consummate not be required to make any such sale in accordance with such terms (andassignment and delegation if, if prior thereto, as a result of a waiver by such Lender is an Issuing Bankor otherwise, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date circumstances entitling the Borrower designated a Replacement Lender, to require such assignment and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant delegation cease to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsapply.

Appears in 2 contracts

Samples: Credit Agreement (Spectra Energy Partners, LP), Credit Agreement (Spectra Energy Partners, LP)

Replacement of Lender. If (ia) In the event that (x) the Borrower becomes obligated receives from a Lender a certificate requesting an amount be paid to pay additional amounts to such Lender under Section 1.3(f), 2.7 or 2.8 hereof and the Required Lenders have not similarly made requests for payment arising out of the same circumstances or (y) the obligation of any Lender pursuant to make or maintain any LIBOR Portion has terminated under Section 3.032.5 or 2.6 hereof and the obligations of the Required Lenders to make or maintain LIBOR Portions have not similarly terminated by reason of the same circumstances or (z) any Lender becomes a Defaulting Lender, 3.04 then the Borrower may request other Lenders hereunder to assume in full the Commitments then in effect of the Lender requesting such amount be paid or 4.01(f) (other than whose obligations with respect to a LIBO Rate Reserve Requirement) LIBOR Portions have so terminated or of such Defaulting Lender, as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless the case may be (such Lender has theretofore taken steps in each case being herein referred to remove or cureas the "Replaceable Lender"), and has removed or cured, to purchase the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Notes issued to the Administrative Agents (such bank being herein called Replaceable Lender at a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of such Notes and the Notes payable to such Lender plus Replaceable Lender's share of any accrued but and unpaid interest on such Notes plus accrued and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary fees owed to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Replaceable Lender, and thereupon if any Lender or Lenders (each an "Assuming Lender") in their sole discretion agree so to assume in full the Commitments of the Replaceable Lender (provided only one Assuming Lender shall assume the Swing Line Commitment, if relevant), and after payment by the Borrower to the Replaceable Lender of all amounts due under this Agreement to such Lender (including any amount specified as due in a certificate submitted under Section 1.3(f), 2.7 or 2.8 hereof) not so paid by the Assuming Lender, then such assumption shall take place in the manner set forth in subsection (b) below. In the event no Lender or Lenders agrees to assume in full the Commitments of the Replaceable Lender, then the Borrower may nominate one or more Lenders not then party to this Agreement so to assume in full the Commitments of the Replaceable Lender, and if such nominated Lender or Lenders are acceptable to the Agent and Required Lenders (excluding the Replaceable Lender), such assumption shall take place in the manner set forth in subsection (b) below and each such Lender or Lenders shall become a Lender hereunder (each a "New Lender") and the Replaceable Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightshereunder.

Appears in 2 contracts

Samples: Credit Agreement (Morton Industrial Group Inc), Credit Agreement (Morton Industrial Group Inc)

Replacement of Lender. If (a) either Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender, (b) any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Declining Lender, (d) any Lender is a Defaulting Lender or has a direct or indirect parent company that is the subject of a Bankruptcy Event, (e) any Lender invokes Section 9.2 or (f) any Lender has advised that it will not consent to any waiver or amendment of this Agreement that requires the approval of all the Lenders or all affected Lenders and, upon the replacement of such non-consenting Lender, the Lender replacing such non-consenting Lender shall consent to any such waiver or amendment and such approval (as to all Lenders or as to all affected Lenders, as applicable) shall be obtained (any Lender subject to any of the foregoing clauses (a), (b), (c), (d), (e) or (f) being an “Affected Lender”), the Borrowers may elect (i) in the Borrower becomes obligated case of the foregoing clauses (a), (b), (c), (d) or (e) (but only if such additional payment continues to pay additional amounts be required, such suspension continues to be effective, such Lender continues to be a Declining Lender, such Lender continues to be a Defaulting Lender or the direct or indirect parent company of such Lender continues to be the subject of a Bankruptcy Event or Section 9.2 continues to be invoked), to terminate the Commitment of such Affected Lender (without affecting the Commitments of the other Lenders), or (ii) in all cases, to replace such Affected Lender and its Commitment (including with one or more Lenders (which may be current Lenders) having lesser, equivalent or greater aggregate Commitments than those of the Affected Lenders being so replaced); provided that (A) in the case of any termination of the Commitment of an Affected Lender, no Default or Unmatured Default shall have occurred and be continuing at the time of such termination, (B) in the case of any replacement of an Affected Lender, one or more banks or other entities which are approved by the Borrowers, the Agent and each Issuing Bank (such approval not to be unreasonably withheld or delayed) shall purchase for cash at face amount the Outstanding Credit Exposure of the Affected Lender pursuant to an Assignment and Assumption substantially in the form of Exhibit C (and, if not already a Lender, shall become a Lender for all purposes under this Agreement) and assume the Commitment and all obligations of the Affected Lender as of the time of such replacement and comply with the requirements of Section 3.0312.1 applicable to assignments, 3.04 and (C) in the case of any termination or 4.01(f) replacement of the Commitment of an Affected Lender, each Borrower shall pay to such Affected Lender in immediately available funds on the day of termination or replacement, to the extent not paid by a replacement Lender pursuant to the preceding clause (B), all principal, interest, fees and other amounts (other than with respect unasserted contingent indemnity obligations) then outstanding or accrued but unpaid for the account of such Affected Lender to the extent constituting Obligations of such Borrower hereunder, including payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and, except in the case of a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections Defaulting Lender, an amount, if any, equal to the payment which is not generally applicable would have been due to all Lenders, then, unless such Lender has theretofore taken steps on the day of such termination or replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date pursuant to remove or cure, and has removed or curedSection 2.8. Notwithstanding the foregoing, the conditions creating Borrowers may not terminate the cause for Commitment of an Affected Lender if, after giving effect to such obligation termination, (x) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment (as then in effect giving effect to pay such additional amounts, within fifteen any increases thereof effected in accordance with the terms hereof) or (15y) days the Borrower Credit Exposure of being on notification either Borrower would exceed the Borrower Sublimit of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e)Borrower, in each case, the Borrower may designate another bank which is reasonably acceptable giving effect to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all prepayments of the Notes of such Lender and all of such Lender's rights hereunder, without recourse Obligations to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities be made in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsconnection therewith.

Appears in 2 contracts

Samples: Credit Agreement (Union Electric Co), Credit Agreement (Union Electric Co)

Replacement of Lender. If (a) either Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender, (b) any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3, (c) any Lender is a Declining Lender, (d) any Lender is a Defaulting Lender or has a direct or indirect parent company that is the subject of a Bankruptcy Event, (e) any Lender invokes Section 9.2 or (f) any Lender has advised that it will not consent to any waiver or amendment of this Agreement that requires the approval of all the Lenders or all affected Lenders and, upon the replacement of such non-consenting Lender, the Lender replacing such non-consenting Lender shall consent to any such waiver or amendment and such approval (as to all Lenders or as to all affected Lenders, as applicable) shall be obtained (any Lender subject to any of the foregoing clauses (a), (b), (c), (d), (e) or (f) being an “Affected Lender”), the Borrowers may elect (i) in the Borrower becomes obligated case of the foregoing clauses (a), (b), (d) or (e) (but only if such additional payment continues to pay additional amounts be required, such suspension continues to be effective, such Lender continues to be a Defaulting Lender or the direct or indirect parent company of such Lender continues to be the subject of a Bankruptcy Event or Section 9.2 continues to be invoked), to terminate the Commitment of such Affected Lender (without affecting the Commitments of the other Lenders), or (ii) in all cases, to replace such Affected Lender and its Commitment (including with one or more Lenders (which may be current Lenders) having lesser, equivalent or greater aggregate Commitments than those of the Affected Lenders being so replaced); provided that (A) in the case of any termination of the Commitment of an Affected Lender, no Default or Unmatured Default shall have occurred and be continuing at the time of such termination, (B) in the case of any replacement of an Affected Lender, one or more banks or other entities which are approved by the Borrowers, the Agent, each Issuing Bank and the Swingline Lender (such approval not to be unreasonably withheld or delayed) shall purchase for cash at face amount the Outstanding Credit Exposure of the Affected Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result an Assignment and Assumption substantially in the form of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms Exhibit C (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within not already a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, shall become a Lender for all purposes under this Agreement) and thereupon assume the Commitment and all obligations of the Affected Lender as of the time of such replacement and comply with the requirements of Section 12.1 applicable to assignments, and (C) in the case of any termination or replacement of the Commitment of an Affected Lender, each Borrower shall pay to such Affected Lender shall no longer be in immediately available funds on the day of termination or replacement, to the extent not paid by a party hereto or have any obligations or rights hereunder (except rights which, replacement Lender pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notespreceding clause (B), all principal, interest, fees and other amounts (other than unasserted contingent indemnity obligations) then outstanding or accrued but unpaid for the Replacement account of such Affected Lender shall succeed to the extent constituting Obligations of such Borrower hereunder, including payments due to such obligations Affected Lender under Sections 3.1, 3.2 and rights3.5, and, except in the case of a Defaulting Lender, an amount, if any, equal to the payment which would have been due to such Lender on the day of such termination or replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date pursuant to Section 2.10. Notwithstanding the foregoing, the Borrowers may not terminate the Commitment of an Affected Lender if, after giving effect to such termination, (x) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment (as then in effect giving effect to any increases thereof effected in accordance with the terms hereof) or (y) the Borrower Credit Exposure of either Borrower would exceed the Borrower Sublimit of such Borrower.

Appears in 2 contracts

Samples: Credit Agreement (Ameren Energy Generating Co), Credit Agreement (Ameren Energy Generating Co)

Replacement of Lender. If at any time (ia) the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.03described in Sections 4.5, 3.04 4.6 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) 4.7 as a result of any condition described in such Sections which is not generally applicable or any Lender ceases to all Lendersmake Eurodollar Loans pursuant to Section 4.5, then(b) any Lender becomes insolvent and its assets become subject to a receiver, unless liquidator, trustee, custodian or other Person having similar powers, (c) any Lender becomes a "Nonconsenting Lender" or (d) any Lender becomes a "Non-Funding Lender", then the Borrower may, on ten Business Days' prior written notice to the Administrative Agent and such Lender, replace such Lender has theretofore taken steps by causing such Lender to remove or cure, (and has removed or cured, the conditions creating the cause for such obligation Lender shall) assign pursuant to pay such additional amounts, within fifteen (15Section 12.6(c) days all of being on notification of such condition, (ii) its rights and obligations under this Agreement to a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, other entity selected by the Borrower may designate another bank which is reasonably and acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender Agent for a purchase price equal to the outstanding principal amount of such Lender's Loans and all accrued interest and fees and other amounts payable hereunder (including amounts payable under Section 4.8 as though such Loans were being paid instead of being purchased); provided that (i) the Notes payable Borrower shall have no right to replace the Administrative Agent, (ii) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 4.9, in order for the Borrower to be entitled to replace such a Lender, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Borrower and the Administrative Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the Sections described in clause (a) of this Section 4.9, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 4.9, the Borrower shall pay such additional amounts to such Lender plus prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other feesprovisions of the Loan Documents or to agree to any amendment thereto, expense reimbursements and indemnities (y) the consent, waiver or amendment in respect question requires the agreement of that Lender's Commitments. Such Lender shall consummate such sale all Lenders in accordance with the terms of Section 12.1 and (z) Required Lenders have agreed to such terms (andconsent, if waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a "Nonconsenting Lender." The Borrower's right to replace a Non-Funding Lender is an Issuing Bankpursuant to this Section 4.9 is, such and shall be, in addition to, and not in lieu of, all other terms as may be necessary rights and remedies available to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon against such Non-Funding Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of under this Agreement, survive the termination of this Agreement and the repayment of the Notes)at law, and the Replacement Lender shall succeed to such obligations and rightsin equity, or by statute.

Appears in 2 contracts

Samples: Credit Agreement (Cooperative Computing Inc /De/), Credit Agreement (Cooperative Computing Inc /De/)

Replacement of Lender. (x) If any Lender becomes a Defaulting Lender, (iy) upon the Borrower becomes obligated occurrence of any event giving rise to pay additional amounts the operation of Section 8.03 or 8.04 with respect to any Lender which results in such Lender charging to the Borrower increased costs or other compensation in excess of those being generally charged by the other Lender or any Lender's obligations are suspended pursuant to Section 3.038.02 or (z) in the case of a refusal by a Lender to consent to a proposed change, 3.04 waiver, discharge or 4.01(f) (other than termination with respect to a LIBO Rate Reserve Requirement) this Agreement which has been approved by the Required Lenders as a result of any condition described provided in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e10.05(b), in each case, the Borrower may designate another bank which is reasonably acceptable shall have the right, if no Default then exists, to replace such Lender (the Administrative Agents "Replaced Lender") with one or more other Eligible Transferee or Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (such bank being herein called a collectively, the "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal reasonably acceptable to the outstanding principal amount of the Notes payable to such Lender plus Agent, provided that (i) any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, replacement pursuant to this Section 8.06 shall be required to comply with the provisions requirements of Section 10.06(b) and at the time of any replacement pursuant to this AgreementSection 8.06, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed enter into one or more Assignment and Assumption Agreements pursuant to Section 10.06(b) (and with all fees payable pursuant to said Section 10.06(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of, and participations in Letters of Credit by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (A) the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) all LC Reimbursement Obligations that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) all accrued, but theretofore unpaid fees owing to the Replaced Lender pursuant to Section 2.07, (y) the respective LC Issuing Bank an amount equal to such Replaced Lender's RL Percentage of any LC Reimbursement Obligation (which at such time remains an LC Reimbursement Obligation) with respect to a Letter of Credit issued by it to the extent such amount was not theretofore funded by such Replaced Lender and (z) the Swingline Lender an amount equal to such Replaced Lender's RL Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including, without limitation, all such amounts, if any, due and rightsowing under Section 2.13) of the Borrower due and owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Agent pursuant to Section 10.11 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.13, 7.06, 8.03, 8.04 and 10.03), which shall survive as to such Replaced Lender and (y) Schedule I hereto shall be deemed modified to reflect the changed Commitments (and/or outstanding Term Loans, as the case may be) resulting from the assignment from the Replaced Lender to the Replacement Lender.

Appears in 2 contracts

Samples: Credit Agreement (Tekni Plex Inc), Credit Agreement (Tekni Plex Inc)

Replacement of Lender. If In the event that any Lender shall claim payment of any increased costs pursuant to Section 8.6 or any additional amounts pursuant to Section 8.8, the Trust shall have the right, if no Event of Default or Default then exists, to replace such Lender with an Eligible Assignee in accordance with Section 23.2 (including execution of an appropriate Instrument of Assignment); provided that such Eligible Assignee (i) shall unconditionally offer in writing (with a copy to the Borrower Agent) to purchase on a date therein specified all of such Lender=s rights hereunder and interest in the Advance owing to such Lender and the Note held by such Lender without recourse at the principal amount of such Note plus interest accrued thereon to the date of such purchase, and (ii) shall execute and deliver to the Agent an Instrument of Assignment, as assignee, pursuant to which such Eligible Assignee becomes a party hereto. Upon satisfaction of the requirements set forth in the first sentence of this Section 8.9, acceptance of such offer to purchase by the Lender to be replaced, payment to such Lender of the purchase price in immediately available funds by the Eligible Assignee replacing such Lender, execution of such Instrument of Assignment by such Lender, such Eligible Assignee and the Agent, the payment by the Trust of all amounts owed by the Trust to such Lender (other than the principal of and interest on the Advance of such Lender purchased by such Eligible Assignee, but including, without limitation, the reimbursement of any expense, loss, damage or liability of the Lender to be replaced by reason of the repayment of a LIBOR Advance otherwise than on the last day of an Interest Period, pursuant to Section 25.1), and notice by the Trust to the Agent that such payment has been made, such Eligible Assignee shall constitute a ALender@ hereunder and the Lender being so replaced shall no longer constitute a ALender@ hereunder. If, however, (x) a Lender accepts such an offer and such Eligible Assignee fails to purchase such rights and interest on such specified date in accordance with the terms of such offer or such Eligible Assignee or the Agent fails to execute the relevant Instrument of Assignment, the Trust shall continue to be obligated to pay additional amounts the increased costs to any such Lender pursuant to Section 3.038.6 or the additional amounts pursuant to Section 8.8, 3.04 as the case may be, or 4.01(f(y) (other than with respect the Lender proposed to a LIBO Rate Reserve Requirement) as a result be replaced fails to accept such purchase offer or to execute the relevant Instrument of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or curedAssignment, the conditions creating the cause for such obligation Trust shall not be obligated to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any such increased costs or additional amounts incurred or accrued but unpaid interest on such Notes from and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from after the date the Borrower designated a Replacement Lender, and thereupon of such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightspurchase offer.

Appears in 2 contracts

Samples: Facility Agreement, Facility Agreement

Replacement of Lender. If (i) any Lender requests compensation under Section 2.12, or if the Borrower becomes obligated is required to pay any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.032.14, 3.04 or 4.01(fif any Lender is a Defaulting Lender, or if any Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense (including the processing and recording fee contemplated by Section 9.4(2)) and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (other than in accordance with respect and subject to the restrictions contained in Section 9.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be, another Lender, if a LIBO Rate Reserve RequirementLender accepts such assignment); provided that (a) as a result of any condition described in if such Sections which assignee is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or curedotherwise a Lender, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has Borrower shall have received the prior written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents Agent and the Issuing Bank, which consent shall not unreasonably be withheld, (such bank being herein called a "Replacement Lender"b) to purchase for cash all of the Notes of such Lender and all shall have received payment of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price an amount equal to the outstanding principal amount of the Notes its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such Lender plus any accrued but unpaid interest on such Notes outstanding principal and accrued but unpaid commitment interest and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date or the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to in the provisions case of this Agreement, survive the termination of this Agreement and the repayment of the Notesall other amounts), and (c) in the Replacement case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments. A Lender shall succeed not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In connection with any assignment by a Defaulting Lender pursuant to this Section 2.17(2) the Borrower shall not be required to pay to such obligations and rights.Defaulting Lender any amount otherwise required pursuant to Section 2.13. Tahoe Resources Inc. - Credit Agreement

Appears in 2 contracts

Samples: Credit Agreement (Tahoe Resources Inc.), Credit Agreement (Tahoe Resources Inc.)

Replacement of Lender. If Company receives a notice pursuant to subsection 2.7A, 2.7C or 3.6, is required to pay any additional amounts pursuant to subsection 2.7B or in the event a Lender has not consented to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Requisite Lenders as provided in subsection 10.6, Company shall have the right, if no Potential Event of Default or Event of Default then exists, to replace such Lender (a "REPLACED LENDER") with one or more Eligible Assignees (collectively, the "REPLACEMENT LENDER") acceptable to Administrative Agent; provided that (i) at the Borrower becomes obligated to pay additional amounts to time of any Lender replacement pursuant to Section 3.03this subsection 2.8, 3.04 the Replacement Lender shall enter into one or 4.01(fmore Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the outstanding Loans and Commitments of, and in each case participations in Letters of Credit and Swing Line Loans by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof 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 Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender with respect thereto, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it to the extent such amount was not theretofore funded by such Replaced Lender, and (z) Swing Line Lender an amount equal to such Replaced Lender's Pro Rata Share of any Refunded Swing Line Loans to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements, recordation of such assignment in the Register by Administrative Agent pursuant to subsection 2.1D, the payment of amounts referred to in clauses (i) and (ii) above and delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections indemnification provisions under this Agreement which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, by the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, Agreement survive the termination of this Agreement Agreement, which indemnification provisions shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a Standby Letter of Credit in form and the repayment of the Notes)substance, and the Replacement Lender shall succeed issued by an issuer, satisfactory to such obligations Issuing Lender or the furnishing of cash collateral in amounts and rightspursuant to arrangements satisfactory to such Issuing Lender) have been made with respect to such outstanding Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Blackbaud Inc)

Replacement of Lender. If (i) the Borrower becomes obligated to pay additional amounts to any Lender Company receives a notice pursuant to Section 3.03subsection 2.7A, 3.04 2.7B, 2.7C or 4.01(f) (other than 3.6, a Lender defaults in its obligations hereunder or in the event a Lender has not consented to a proposed change, waiver, discharge or termination with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment this Agreement which requires the consent of all Lenders and which amendment has received been approved by Requisite Lenders, as provided in subsection 10.6B, Company shall have the written consent right, if no Potential Event of at least the Requisite Lenders pursuant Default or Event of Default then exists, to clause replace such Lender (iia "Replaced Lender") of the second sentence of Section 13.07 with one or more Eligible Assignees (iii) a Lender invokes the provisions of Section 4.02(e), in each casecollectively, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") acceptable to purchase for cash Administrative Agent; provided that (i) at the time of any replacement pursuant to this subsection 2.8, the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Notes outstanding Loans and Commitments of, and in each case participations in Letters of such Credit and Swing Line Loans by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof 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 Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender with respect thereto, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's rights hereunderPro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it to the extent such amount was not theretofore funded by such Replaced Lender, and (z) Swing Line Lender an amount equal to such Replaced Lender's Pro Rata Share of any Refunded Swing Line Loans to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including without recourse limitation all such amounts, if any, owing under subsection 2.6D) of Company owing to or warranty the Replaced Lender (other than titlethose specifically described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution of the respective Assignment Agreements, recordation of such assignment in the Register by Administrative Agent pursuant to subsection 2.1D, the payment of amounts referred to in clauses (i) and (ii) above and delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights Lender hereunder (except rights which, pursuant with respect to indemnification provisions under this Agreement which by the provisions terms of this Agreement, Agreement survive the termination of this Agreement Agreement, which indemnification provisions shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a Standby Letter of Credit in form and the repayment of the Notes)substance, and the Replacement Lender shall succeed issued by an issuer, satisfactory to such obligations Issuing Lender or the furnishing of cash collateral in amounts and rightspursuant to arrangements satisfactory to such Issuing Lender) have been made with respect to such outstanding Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Falcon Products Inc /De/)

Replacement of Lender. If (ix) the Borrower becomes is obligated to pay additional amounts to any Lender pursuant to any amount under Section 3.033.6 or Section 3.10, 3.04 or 4.01(fthe Borrower shall have the right within 90 days thereafter, (y) (other than with respect to any Lender shall be a LIBO Rate Reserve Requirement) as a result of Defaulting Lender, the Borrower shall have the right at any condition described in such Sections time during which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps shall remain a Defaulting Lender, or (z) any Lender shall have not consented to remove or cure, and has removed or curedan Extension Request, the conditions creating Borrower shall have the cause for such obligation to pay such additional amounts, within fifteen (15) days of being right at any time on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e)relevant Extension Date, in each casecase in accordance with the requirements of Section 11.7(b) and only if no Default or Event of Default shall exist, to replace such Lender (the Borrower may designate another bank which is “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”), reasonably acceptable to the Administrative Agents Agent, the Swing Line Lender and the Issuer, provided that (such bank being herein called a "i) at the time of any replacement pursuant to this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 11.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender") pursuant to which the Replacement Lender shall acquire the Commitment, the outstanding Loans, the Swing Line Exposure and the Letter of Credit Exposure of the Replaced Lender and, in connection therewith, shall pay the following: (a) to purchase for cash the Replaced Lender, an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans and Swing Line Participation Amounts of the Notes Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, (b) to the Issuer, an amount equal to such Replaced Lender’s Commitment Percentage of all drawings (which at such time remain unpaid drawings) to the extent such amount was not funded by such Replaced Lender, (c) to the Swing Line Lender, an amount equal to such Replaced Lender’s Commitment Percentage of any Mandatory Borrowing to the extent such amount was not funded by such Replaced Lender, and (d) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Lender's rights hereunderReplaced Lender or the Borrower, without recourse and (ii) all obligations of the Borrower owing to or warranty the Replaced Lender (other than titlethose specifically described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to in clauses (i) and (ii) of this Section 3.13, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights hereunder (Lender hereunder, except rights which, pursuant with respect to the indemnification provisions of under this Agreement, Agreement that are intended to survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans. Solely for the purpose of calculating break funding payments under Section 3.5, and the Replacement assignment by any Replaced Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto pursuant to clause (x) or (z) of this Section 3.13 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsEurodollar Advance.

Appears in 1 contract

Samples: Year Credit Agreement (CVS Caremark Corp)

Replacement of Lender. If (i) the any Borrower becomes is obligated to pay additional amounts to any Lender any amount under Section 3.6(a), (b) or (c) and such payment is attributable solely to any change since the Effective Date (in the case of each Lender listed on the signature pages hereof) or since the effective date of the Assignment and Acceptance Agreement pursuant to which it became a Lender (in the case of each other Lender) in any applicable treaty, law, rule, regulation, order, directive or guideline (whether or not having the force of law) or in the interpretation or administration thereof 57 (including the introduction of any new treaty, law, rule, regulation, order, directive or guideline), (ii) any Lender shall have failed to make available a Loan on the date on which and in the amount in which it was obligated to do so and shall not have cured such failure within three Business Days or (iii) any Lender shall have demanded any payment under Section 3.4 or excused itself from funding a Loan pursuant to Section 3.4, the Parent shall have the right, in accordance with the requirements of Section 11.6(b), if no Default or Event of Default shall exist to replace up to two such Lenders (each a “Replaced Lender”) with one or more other assignees (each, a “Replacement Lender”), reasonably acceptable to the Swing Line Lender and the Issuing Bank, provided that (I) at the time of any replacement pursuant to this Section, the Replacement Lender shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 11.6(b) (with the processing and recordation fee payable pursuant to said Section 11.6(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Core Currency Commitment and all Individual Currency Commitments of the Replaced Lender and the outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Lender and, in connection therewith, shall pay to (w) the Replaced Lender in respect thereof 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 Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Section 3.033.3, 3.04 (x) the Issuing Bank an amount equal to such Replaced Lender’s Core Currency Commitment Percentage of all drawings (which at such time remains an unpaid drawing) to the extent such amount was not theretofore funded by such Replaced Lender, (y) the Swing Line Lender an amount equal to such Replaced Lender’s Core Currency Commitment Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender and (z) the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the applicable Borrower(s) pursuant to Section 2.4(d) and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe applicable Borrower(s) and (II) all obligations of the Borrowers owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (I) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of this Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e)3.8, in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 3.4, 3.5, 3.6 and 11.3), which shall survive as to such obligations and rightsReplaced Lender.

Appears in 1 contract

Samples: Credit Agreement (Tiffany & Co)

Replacement of Lender. If the Borrower is obligated to pay to any Lender any amount under Section 3.6 or 3.10, the Borrower shall have the right within 90 days thereafter, in accordance with the requirements of Section 11.7(b), if no Default or Event of Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more other assignees (each a “Replacement Lender”), provided that (i) at the Borrower becomes obligated time of any replacement pursuant to pay additional amounts to any this Section, the Replacement Lender shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 3.0311.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment and the outstanding Loans of the Replaced Lender and, 3.04 in connection therewith, shall pay the following: (a) to the Replaced 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 Replaced Lender and (B) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender and (b) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of this Section 3.13, the second sentence of Section 13.07 or (iii) Replacement Lender shall become a Lender invokes hereunder and the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Replaced Lender shall cease to the Administrative Agents (such bank being herein called constitute a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse except with respect to or warranty (other than title) by, or expense to, such Lender for a purchase price equal indemnification provisions under this Agreement that are intended to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement the Commitments and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsLoans.

Appears in 1 contract

Samples: Credit Agreement (CVS Corp)

Replacement of Lender. If at any time (ia) the Borrower becomes obligated to pay additional amounts to any Lender pursuant to described in Section 3.034.5, 3.04 4.6 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) 4.7 as a result of any condition described in such Sections which is not generally applicable Section or any Lender ceases to all Lendersmake Eurodollar Loans pursuant to Section 4.5, then(b) any Lender becomes insolvent and its assets become subject to a receiver, unless liquidator, trustee, custodian or other Person having similar powers, (c) any Lender becomes a "Nonconsenting Lender" or (d) any Lender becomes a "Non-Funding Lender," then the Borrower may, on ten (10) Business Days' prior written notice to the Administrative Agent and such Lender, replace such Lender has theretofore taken steps by causing such Lender to remove or cureassign (and, if all applicable provisions of this Section 4.9 are satisfied, such Lender hereby does), pursuant to Section 12.6(c), all of its rights and has removed or cured, the conditions creating the cause for such obligation obligations under this Agreement to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, other entity selected by the Borrower may designate another bank which is reasonably and acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender Agent for a purchase price equal to the outstanding principal amount of such Lender's Loans and all accrued interest and fees and other amounts payable hereunder (including amounts payable under Section 4.8 as though such Loans were being paid instead of being purchased); provided that (i) the Notes payable Borrower shall have no right to replace the Administrative Agent, (ii) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 4.9, in order for the Borrower to be entitled to replace such a Lender, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Borrower and the Administrative Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the Sections described in clause (a) of this Section 4.9, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 4.9, the Borrower shall pay such additional amounts to such Lender plus prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other feesprovisions of the Loan Documents or to agree to any amendment thereto, expense reimbursements and indemnities (y) the consent, waiver or amendment in respect question requires the agreement of that Lender's Commitments. Such Lender shall consummate such sale all Lenders in accordance with the terms of Section 12.1 and (z) Required Lenders have agreed to such terms (andconsent, if waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a "Nonconsenting Lender." The Borrower's right to replace a Non-Funding Lender is an Issuing Bankpursuant to this Section 4.9 is, such and shall be, in addition to, and not in lieu of, all other terms as may be necessary rights and remedies available to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon against such Non-Funding Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of under this Agreement, survive the termination of this Agreement and the repayment of the Notes)at law, and the Replacement Lender shall succeed to such obligations and rightsin equity or by statute.

Appears in 1 contract

Samples: Credit Agreement (Activant Solutions Inc /De/)

Replacement of Lender. If (i) the Borrower becomes obligated is required pursuant to pay Sections 3.1, 3.2 or 3.5 to make any additional amounts payment to any Lender or if any Lender’s obligation to make or continue, or to convert Base Rate Advances into, Eurocurrency Advances shall be suspended pursuant to Section 3.3 or if any Lender defaults in its obligation to make a Loan, reimburse the LC Issuer pursuant to Section 2.19(e) or the Swing Line Lender pursuant to Section 3.03, 3.04 2.4(d) or 4.01(f) declines to approve an amendment or waiver that is approved by the Required Lenders or otherwise becomes a Defaulting Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(eso affected an “Affected Lender”), in each case, the Borrower may designate elect, if the issue or event causing such Lender to be an Affected Lender is still effective, to replace such Affected Lender as a Lender party to this Agreement, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement (except in the case of a Lender’s failure to approve an amendment or waiver that would cure any Default or Event of Default), and provided further that, concurrently with such replacement, (i) another bank or other entity which is reasonably acceptable satisfactory to the Borrower and the Administrative Agents (Agent and, to the Borrower’s and the Administrative Agent’s reasonable satisfaction, which other bank or entity does not suffer from and is not impacted by the issue or event causing the replacement of the Affected Lender, shall agree, as of such bank being herein called a "Replacement Lender") date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an assignment substantially in the form of Exhibit B and to become a Lender for all purposes under this Agreement and to assume all obligations of the Notes Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (ii) the Borrower shall pay to such Affected Lender and all in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including payments due to such Affected Lender under Sections 3.1, 3.2, 3.4 and 3.5, and (B) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender's rights hereunder. Each party hereto agrees that (i) 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 assignee, and (ii) the Affected Lender need not be a party thereto in order for such assignment and assumption to be effective and shall be deemed to have consented to and be bound by the terms thereof, provided that any such documents shall be without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to by the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsparties thereto.

Appears in 1 contract

Samples: Credit Agreement (Henry Jack & Associates Inc)

Replacement of Lender. If (x) the Borrower is obligated to pay to any Lender any amount under Section 3.6 or Section 3.10, the Borrower shall have the right within 90 days thereafter, (y) any Lender shall be a Defaulting Lender, the Borrower shall have the right at any time during which such Lender shall remain a Defaulting Lender, or (z) any Lender shall have not consented to an Extension Request, the Borrower shall have the right at any time on the relevant Extension Date, in each case in accordance with the requirements of Section 11.7(b) and only if no Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”); provided that (i) at the Borrower becomes obligated time of any replacement pursuant to pay additional amounts to any this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 3.0311.7(b) (with the processing and recordation fee referred to in Section 41 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment and the outstanding Loans of the Replaced Lender and, 3.04 in connection therewith, shall pay the following: (a) to the Replaced Lender, an amount equal to the sum of (A) the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Replaced Lender and (B) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, and (b) to the Administrative Agent, an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution and delivery of the respective Assignment and Assumptions and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of this Section 3.13, the second sentence of Section 13.07 or (iii) Replacement Lender shall become a Lender invokes hereunder and the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Replaced Lender shall cease to the Administrative Agents (such bank being herein called constitute a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse except with respect to or warranty (other than title) by, or expense to, such Lender for a purchase price equal indemnification provisions under this Agreement that are intended to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans which may be applicable to any such Replaced Lender prior to the date of its replacement. Solely for the purpose of calculating break funding payments under Section 3.5, and the Replacement assignment by any Replaced Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto pursuant to clause (x) or (z) of this Section 3.13 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsEurodollar Advance.

Appears in 1 contract

Samples: Day Credit Agreement (CVS HEALTH Corp)

Replacement of Lender. If The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 5.01 or 5.03, (b) fails to vote in favor of any measure requiring the affirmative vote of one hundred percent (100%) of the Lenders or (c) is a Defaulting Lender, with a replacement financial institution; provided that (i) the Borrower becomes obligated to pay additional amounts to such replacement does not conflict with any Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Governmental Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses no Event of Default shall have occurred and be continuing at the time of such replacement that has not been waived in writing to give its written consent to any amendment which requires accordance with the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or terms hereof, (iii) a prior to any such replacement, such Lender invokes shall have taken no action under Section 5.04 so as to eliminate the continued need for payment of amounts owing pursuant to Section 5.01 or 5.03(a), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 5.02 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 4.02(e12.04 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), in each case(viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 5.01 or 5.03(a), as the case may designate another bank which is reasonably acceptable be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to Agent or warranty (any other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such have against the replaced Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rights.

Appears in 1 contract

Samples: Credit Agreement (Hornbeck Offshore Services Inc /La)

Replacement of Lender. If Company receives a notice of amounts due pursuant to subsection 2.7A, subsection 2.7B or subsection 2.7C from a Lender, a Lender defaults in its obligations hereunder or a Lender becomes an Affected Lender (any such Lender, a "Subject Lender"), so long as (i) no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Borrower becomes obligated to pay additional amounts to any Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of the Subject Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such conditionhereunder, (ii) a such Lender refuses in writing to give its written consent is not an Issuing Lender with respect to any amendment which requires the consent Letters of Credit outstanding (unless all Lenders which amendment has received the written consent such Letters of at least the Requisite Lenders pursuant Credit are terminated or arrangements acceptable to clause such Issuing Lender (iisuch as a "Back-to-Back" letter of credit) of the second sentence of Section 13.07 or are made) and (iii) a the Subject Lender invokes is unwilling to withdraw the provisions of Section 4.02(e)notice delivered to Company pursuant to subsections 2.7A, in each case2.7B or 2.7C, is unwilling to remedy its default and/or remains an Affected Lender, upon the Borrower may designate another bank which is reasonably acceptable 10 days prior written notice to the Subject Lender and Administrative Agents (such bank being herein called a "Replacement Lender") Agent, Company may require the Subject Lender to purchase for cash assign all of the Notes of such Lender its Loans and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable Commitments to such other Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, Eligible Assignee pursuant to the provisions of this Agreementsubsection 10.1B; provided that, survive prior to or concurrently with such replacement (i) Company has paid to the termination Lender giving such notice all amounts under subsections 2.6D and 2.7 (if applicable) through such date of this replacement, (ii) Company or the applicable assignee have paid to Administrative Agent the processing fee required to be paid by subsection 10.1B(i) and (iii) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and the repayment of the Notes)other supporting documents, and the Replacement Lender shall succeed to such obligations and rightshave been fulfilled.

Appears in 1 contract

Samples: Credit Agreement (Penton Media Inc)

Replacement of Lender. If (x) the Borrower is obligated to pay to any Lender any amount under Section 3.6 or Section 3.10, the Borrower shall have the right within 90 days thereafter, (y) any Lender shall be a Defaulting Lender, the Borrower shall have the right at any time during which such Lender shall remain a Defaulting Lender, or (z) any Lender shall have not consented to an Extension Request, the Borrower shall have the right at any time on the relevant Extension Date, in each case in accordance with the requirements of Section 11.7(b) and only if no Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”); provided that (i) at the Borrower becomes obligated time of any replacement pursuant to pay additional amounts to any this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 3.0311.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment and the outstanding Loans of the Replaced Lender and, 3.04 in connection therewith, shall pay the following: (a) to the Replaced Lender, an amount equal to the sum of (A) the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Replaced Lender and (B) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, and (b) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumptions and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of this Section 3.13, the second sentence of Section 13.07 or (iii) Replacement Lender shall become a Lender invokes hereunder and the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Replaced Lender shall cease to the Administrative Agents (such bank being herein called constitute a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse except with respect to or warranty (other than title) by, or expense to, such Lender for a purchase price equal indemnification provisions under this Agreement that are intended to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans which may be applicable to any such Replaced Lender prior to the date of its replacement. Solely for the purpose of calculating break funding payments under Section 3.5, and the Replacement assignment by any Replaced Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto pursuant to clause (x) or (z) of this Section 3.13 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsEurodollar Advance.

Appears in 1 contract

Samples: Day Credit Agreement (CVS HEALTH Corp)

Replacement of Lender. If Within forty-five days after: (i) receipt by the Borrower becomes obligated to pay additional amounts to of written notice and demand from (A) any Lender pursuant (an “Affected Lender”) for payment of additional costs as provided in Section 10.1, Section 10.3, and/or Section 10.6 or (B) any SPV or participant (an “Affected SPV/Participant”) for payment of additional costs as provided in Section 9.9(f), unless the option or participation of such Affected SPV/Participant shall have been terminated prior to Section 3.03, 3.04 the exercise by the Borrower of its rights hereunder; or 4.01(f(ii) any failure by any Lender (other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly affected thereby, as applicable) is required with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or curedthereto, the conditions creating Borrower may, at its option, notify (A) in the cause for such obligation to pay such additional amounts, within fifteen case of clause (15i)(A) days of being on notification of such condition, or (ii) a above, Agent and such Affected Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (iior such non-consenting Lender) of the second sentence of Section 13.07 Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender (or such non-consenting Lender), or (iiiB) in the case of clause (i)(B) above, Agent, such Affected SPV/Participant, if known, and the applicable Lender (such Lender, a “Participating Lender”) that (1) granted to such Affected SPV/Participant the option to make all or any part of any Loan that such Participating Lender invokes would otherwise be required to make hereunder or (2) sold to such Affected SPV/Participant a participation in or to all or a portion of its rights and obligations under the provisions Loan Documents, of Section 4.02(e)the Borrower’s intention to obtain, at the Borrower’s expense, a Replacement Lender for such Participating Lender, in each case, which Replacement Lender shall be reasonably satisfactory to Agent. In the event the Borrower obtains a Replacement Lender within forty-five (45) days following notice of its intention to do so, the Affected Lender (or such non-consenting Lender) or Participating Lender, as the case may designate another bank which is reasonably acceptable be, shall sell and assign its Loans and Commitments to the Administrative Agents (such bank being herein called a "Replacement Lender") , at par, provided that the Borrower has reimbursed such Affected Lender or Affected SPV/Participant, as applicable, for its increased costs for which it is entitled to purchase for cash all of reimbursement under this Agreement through the Notes date of such sale and assignment, and in the case of a Participating Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated being replaced by a Replacement Lender, (x) all right, title and thereupon interest in and to the Obligations and Commitments so assigned to the Replacement Lender shall be assigned free and clear of all Liens or other claims (including pursuant to the underlying option or participation granted or sold to the Affected SPV/Participant, but without affecting any rights, if any, of the Affected SPV/Participant to the proceeds constituting the purchase price thereof) of the Affected SPV/Participant, and (y) to the extent required by the underlying option or participation documentation, such Participating Lender shall apply all or a portion of the proceeds received by it as a result of such assignment, as applicable, to terminate in full the option or participation of such Affected SPV/Participant. In the event that a replaced Lender does not execute an Assignment pursuant to Section 9.9 within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Lender of an Assignment evidencing an assignment pursuant to this Section 9.22, the Borrower shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Lender, and any such Assignment so executed by the Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 9.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer be constitute a party hereto or have “Lender” for purposes hereof; provided that, any obligations or rights of such replaced Lender to indemnification hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightssurvive.

Appears in 1 contract

Samples: Credit Agreement (Nobilis Health Corp.)

Replacement of Lender. If (ix) the Borrower becomes is obligated to pay additional amounts to any Lender pursuant to any amount under Section 3.033.6 or Section 3.10, 3.04 or 4.01(fthe Borrower shall have the right within 90 days thereafter, (y) (other than with respect to any Lender shall be a LIBO Rate Reserve Requirement) as a result of Defaulting Lender, the Borrower shall have the right at any condition described in such Sections time during which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps shall remain a Defaulting Lender, or (z) any Lender shall have not consented to remove or cure, and has removed or curedan Extension Request, the conditions creating Borrower shall have the cause for such obligation to pay such additional amounts, within fifteen (15) days of being right at any time on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e)relevant Extension Date, in each casecase in accordance with the requirements of Section 11.7(b) and only if no Default or Event of Default shall exist, to replace such Lender (the Borrower may designate another bank which is “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”), reasonably acceptable to the Administrative Agents Agent, the Swing Line Lender and the Issuer, provided that (such bank being herein called a "i) at the time of any replacement pursuant to this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 11.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender") pursuant to which the Replacement Lender shall acquire the Commitment, the outstanding Loans, the Swing Line Exposure and the Letter of Credit Exposure of the Replaced Lender and, in connection therewith, shall pay the following: (a) to purchase for cash the Replaced Lender, an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans and Swing Line Participation Amounts of the Notes Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, (b) to the Issuer, an amount equal to such Replaced Lender’s Commitment Percentage of all drawings (which at such time remain unpaid drawings) to the extent such amount was not funded by such Replaced Lender, (c) to the Swing Line Lender, an amount equal to such Replaced Lender’s Commitment Percentage of any Mandatory Borrowing to CVS Caremark 2013 Amended and Restated Credit Agreement the extent such amount was not funded by such Replaced Lender, and (d) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Lender's rights hereunderReplaced Lender or the Borrower, without recourse and (ii) all obligations of the Borrower owing to or warranty the Replaced Lender (other than titlethose specifically described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to in clauses (i) and (ii) of this Section 3.13, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights hereunder (Lender hereunder, except rights which, pursuant with respect to the indemnification provisions of under this Agreement, Agreement that are intended to survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans. Solely for the purpose of calculating break funding payments under Section 3.5, and the Replacement assignment by any Replaced Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto pursuant to clause (x) or (z) of this Section 3.13 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsEurodollar Advance.

Appears in 1 contract

Samples: Credit Agreement (CVS Caremark Corp)

Replacement of Lender. If (i) any Lender requests, or provides notice to the Borrower becomes obligated that it intends to request, compensation under Section 2.12, (ii) the Borrower is required to pay any additional amounts amount to any Lender or any governmental authority for the account of any Lender pursuant to Section 3.032.15, 3.04 (iii) any Lender becomes a Defaulting Lender or 4.01(f(iv) (other than with respect any Lender becomes a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps and the Agent, require such Lender to remove or cureassign and delegate, without recourse (in accordance with and has removed or curedsubject to the restrictions contained in Section 8.07), the conditions creating the cause for all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligation to pay such additional amountsobligations (which assignee may be another Lender, within fifteen (15) days of being on notification of such condition, (ii) if a Lender refuses in writing to give its written consent to any amendment which requires accepts such assignment); provided that (A) the consent of all Lenders which amendment has Borrower shall have received the prior written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e)Agent, which consent, in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents shall not unreasonably be withheld or delayed, (such bank being herein called a "Replacement Lender"B) to purchase for cash all of the Notes of such Lender and all shall have received payment of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price an amount equal to the outstanding principal amount of the Notes its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, funded participations and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a material reduction in such compensation or payments and (D) in the case of any such assignment resulting from the status of such Lender plus as a Non-Consenting Lender, such assignment, together with any accrued but unpaid interest on such Notes and accrued but unpaid commitment and assignments by other feesNon-Consenting Lenders, expense reimbursements and indemnities in respect of that Lender's Commitmentswill enable the Borrower to obtain sufficient consents to cause the applicable amendment, modification or waiver to become effective. Such A Lender shall consummate not be required to make any such sale in accordance with such terms (andassignment and delegation if, if prior thereto, as a result of a waiver by such Lender is an Issuing Bankor otherwise, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date circumstances entitling the Borrower designated a Replacement Lender, to require such assignment and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant delegation cease to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsapply.

Appears in 1 contract

Samples: Day Credit Agreement (Spectra Energy Corp.)

Replacement of Lender. If at any time (ia) the Borrower becomes Borrowers become obligated to pay additional amounts to any Lender pursuant to Section 3.03described in subsections 4.6, 3.04 4.7 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) 4.8 as a result of any condition described in such Sections which is not generally applicable subsections or any Lender ceases to all Lendersmake Eurodollar Loans pursuant to subsection 4.6, then(b) any Lender becomes insolvent and its assets become subject to a receiver, unless liquidator, trustee, custodian or other Person having similar powers, (c) any Lender becomes a "Nonconsenting Lender" or (d) any Lender becomes a "Non-Funding Lender", then the Company may, on ten Business Days' prior written notice to the Administrative Agent and such Lender, replace such Lender has theretofore taken steps by causing such Lender to remove or cure, (and has removed or cured, the conditions creating the cause for such obligation Lender shall) assign pursuant to pay such additional amounts, within fifteen (15subsection 11.6(c) days all of being on notification of such condition, (ii) its rights and obligations under this Agreement to a Lender refuses in writing to give its written consent to any amendment which requires or other entity selected by the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably Company and acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender Agent for a purchase price equal to the outstanding principal amount of such Lender's Loans and all accrued interest and fees and other amounts payable hereunder (including amounts payable under subsection 4.9 as though such Loans were being paid instead of being purchased); provided that (i) the Notes payable Company shall have no right to replace the Administrative Agent, (ii) neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which any Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 4.10, in order for the Company to be entitled to replace such a Lender, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Company and the Administrative Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the subsections described in clause (a) of this subsection 4.10, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrowers become obligated to pay additional amounts pursuant to clause (a) of this subsection 4.10, the Borrowers jointly and severally agree to pay such additional amounts to such Lender plus prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Company or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other feesprovisions of the Loan Documents or to agree to any amendment thereto, expense reimbursements and indemnities (y) the consent, waiver or amendment in respect question requires the agreement of that Lender's Commitments. Such Lender shall consummate such sale all Lenders in accordance with such the terms of subsection 11.1 and (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lenderz) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or Required Lenders have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed agreed to such obligations and rights.consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a

Appears in 1 contract

Samples: Credit Agreement (International Wire Group Inc)

Replacement of Lender. If (i) the Borrower becomes obligated to pay additional amounts to any Lender Company receives a notice pursuant to Section 3.03subsection 2.7A, 3.04 2.7B, 2.7C or 4.01(f) (other than 3.6, a Lender defaults in its obligations hereunder or in the event a Lender has not consented to a proposed change, waiver, discharge or termination with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment this Agreement which requires the consent of all Lenders and which amendment has received been approved by Requisite Lenders, as provided in subsection 10.6B, Company shall have the written consent right, if no Potential Event of at least the Requisite Lenders pursuant Default or Event of Default then exists, to clause replace such Lender (iia "Replaced Lender") of the second sentence of Section 13.07 with one or more Eligible Assignees (iii) a Lender invokes the provisions of Section 4.02(e), in each casecollectively, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") acceptable to purchase for cash Administrative Agent; provided that (i) at the time of any replacement pursuant to this subsection 2.8, the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Notes outstanding Loans and Commitments of, and in each case participations in Letters of Credit and Swing Line Loans by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof 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 Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender with respect thereto, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it to the extent such amount was not theretofore funded by such Replaced Lender, and (z) Swing Line Lender an amount equal to such Replaced Lender's Pro Rata Share of any Refunded Swing Line Loans to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D and, except in the case in which Company is replacing such Replaced Lender because such Replaced Lender has defaulted in its obligations hereunder, all fees which become payable as a result of such replacement under subsection 2.3C (it being acknowledged and agreed that such replacement shall be deemed to be a voluntary prepayment of the Loans of the Replaced Lender and all for purposes of such Lender's rights hereunder, without recourse subsection 2.3C)) of Company owing to or warranty the Replaced Lender (other than titlethose specifically described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid), shall be 67 EXECUTION paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution of the respective Assignment Agreements, recordation of such assignment in the Register by Administrative Agent pursuant to subsection 2.1D, the payment of amounts referred to in clauses (i) and (ii) above and delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights Lender hereunder (except rights which, pursuant with respect to indemnification provisions under this Agreement which by the provisions terms of this Agreement, Agreement survive the termination of this Agreement Agreement, which indemnification provisions shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a Standby Letter of Credit in form and the repayment of the Notes)substance, and the Replacement Lender shall succeed issued by an issuer, satisfactory to such obligations Issuing Lender or the furnishing of cash collateral in amounts and rightspursuant to arrangements satisfactory to such Issuing Lender) have been made with respect to such outstanding Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Autotote Corp)

Replacement of Lender. If (x) the Borrower is obligated to pay to any Lender any amount under Section 3.6 or Section 3.10, the Borrower shall have the right within 90 days thereafter, (y) any Lender shall be a Defaulting Lender, the Borrower shall have the right at any time during which such Lender shall remain a Defaulting Lender, or (z) any Lender shall have not consented to an Extension Request, the Borrower shall have the right at any time on the relevant Extension Date, in each case in accordance with the requirements of Section 11.7(b) and only if no Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”); provided that (i) at the Borrower becomes obligated time of any replacement pursuant to pay additional amounts to any this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 3.0311.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment, 3.04 the outstanding Loans, the Swing Line Exposure and the Letter of Credit Exposure of the Replaced Lender and, in connection therewith, shall pay the following: (a) to the Replaced 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 and Swing Line Participation Amounts of the Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, (b) to each Issuer, an amount equal to such Replaced Lender’s Commitment Percentage of all drawings on Letters of Credit issued by such Issuer (which at such time remain unpaid drawings) to the extent such amount was not funded by such Replaced Lender, (c) to the Swing Line Lender, an amount equal to such Replaced Lender’s Commitment Percentage of any Mandatory Borrowing to the extent such amount was not funded by such Replaced Lender, and (d) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution and delivery of the respective Assignment and Assumptions and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of this Section 3.13, the second sentence of Section 13.07 or (iii) Replacement Lender shall become a Lender invokes hereunder and the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Replaced Lender shall cease to the Administrative Agents (such bank being herein called constitute a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse except with respect to or warranty (other than title) by, or expense to, such Lender for a purchase price equal indemnification provisions under this Agreement that are intended to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans which may be applicable to any such Replaced Lender prior to the date of its replacement. Solely for the purpose of calculating break funding payments under Section 3.5, and the Replacement assignment by any Replaced Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto pursuant to clause (x) or (z) of this Section 3.13 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsEurodollar Advance.

Appears in 1 contract

Samples: Five Year Credit Agreement (CVS HEALTH Corp)

Replacement of Lender. If (ix) the Borrower becomes is obligated to pay additional amounts to any Lender pursuant to any amount under Section 3.033.6 or Section 3.10, 3.04 or 4.01(fthe Borrower shall have the right within 90 days thereafter, (y) (other than with respect to any Lender shall be a LIBO Rate Reserve Requirement) as a result of Defaulting Lender, the Borrower shall have the right at any condition described in such Sections time during which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps shall remain a Defaulting Lender, or (z) any Lender shall have not consented to remove or cure, and has removed or curedan Extension Request, the conditions creating Borrower shall have the cause for such obligation to pay such additional amounts, within fifteen (15) days of being right at any time on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e)relevant Extension Date, in each casecase in CVS Health Corporation 2017 364-Day Credit Agreement accordance with the requirements of Section 11.7(b) and only if no Default shall exist, to replace such Lender (the Borrower may designate another bank which is “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”), reasonably acceptable to the Administrative Agents Agent, provided that (such bank being herein called a "i) at the time of any replacement pursuant to this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 11.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender") pursuant to which the Replacement Lender shall acquire the Commitment and the outstanding Loans of the Replaced Lender and, in connection therewith, shall pay the following: (a) to purchase for cash the Replaced Lender, an amount equal to the sum of (A) the principal of, and all accrued interest on, all outstanding Loans of the Notes of such Replaced Lender and (B) an amount equal to all of accrued, but unpaid, fees owing to the Replaced Lender, and (b) to the Administrative Agent an amount equal to all amounts owed by such Lender's rights hereunderReplaced Lender to the Administrative Agent under this Agreement, including, without recourse limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or warranty the Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than titlethose specifically described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution of the respective Assignment and Assumptions and the payment of amounts referred to in clauses (i) and (ii) of this Section 3.13, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights hereunder (Lender hereunder, except rights which, pursuant with respect to the indemnification provisions of under this Agreement, Agreement that are intended to survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans which may be applicable to any such Replaced Lender prior to the date of its replacement. Solely for the purpose of calculating break funding payments under Section 3.5, and the Replacement assignment by any Replaced Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto pursuant to clause (x) or (z) of this Section 3.13 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsEurodollar Advance.

Appears in 1 contract

Samples: 364 Day Credit Agreement (CVS HEALTH Corp)

Replacement of Lender. If (ix) the Borrower becomes is obligated to pay additional amounts to any Lender pursuant to any amount under Section 3.033.6 or Section 3.10, 3.04 or 4.01(fthe Borrower shall have the right within 90 days thereafter, (y) (other than with respect to any Lender shall be a LIBO Rate Reserve Requirement) as a result of Defaulting Lender, the Borrower shall have the right at any condition described in such Sections time during which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps shall remain a Defaulting Lender, or (z) any Lender shall have not consented to remove or cure, and has removed or curedan Extension Request, the conditions creating Borrower shall have the cause for such obligation to pay such additional amounts, within fifteen (15) days of being right at any time on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e)relevant Extension Date, in each casecase in accordance with the requirements of Section 11.7(b) and only if no Default or Event of Default shall exist, to replace such Lender (the Borrower may designate another bank which is “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”), reasonably acceptable to the Administrative Agents Agent, the Swing Line Lender and the Issuer, provided that (such bank being herein called a "i) at the time of any replacement pursuant to this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 11.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender") pursuant to which the Replacement Lender shall acquire the Commitment, the outstanding Loans, the Swing Line Exposure and the Letter of Credit Exposure of the Replaced Lender and, in connection therewith, shall pay the following: (a) to purchase for cash the Replaced Lender, an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans and Swing Line Participation Amounts of the Notes Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, (b) to the Issuer, an amount equal to such Replaced Lender’s Commitment Percentage of all drawings (which at such time remain unpaid drawings) to the extent such amount was not funded by such Replaced Lender, (c) to the Swing Line Lender, an amount equal to such Replaced Lender’s Commitment Percentage of any Mandatory Borrowing to the extent such amount was not funded by such Replaced Lender, and (d) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Lender's rights hereunderReplaced Lender or the Borrower, without recourse and (ii) all obligations of the Borrower owing to or warranty the Replaced Lender (other than titlethose specifically CVS Caremark Credit Agreement described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to in clauses (i) and (ii) of this Section 3.13, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights hereunder (Lender hereunder, except rights which, pursuant with respect to the indemnification provisions of under this Agreement, Agreement that are intended to survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans. Solely for the purpose of calculating break funding payments under Section 3.5, and the Replacement assignment by any Replaced Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto pursuant to clause (x) or (z) of this Section 3.13 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsEurodollar Advance.

Appears in 1 contract

Samples: Credit Agreement (CVS Caremark Corp)

Replacement of Lender. If (i) the Borrower becomes is obligated to pay additional amounts to any Lender pursuant to any amount under Section 3.03, 3.04 3.6 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case3.10, the Borrower may designate another bank which is reasonably acceptable shall have the right within 90 days thereafter, in accordance with the requirements of Section 11.7(c), if no Default or Event of Default shall exist, to replace such Lender (the Administrative Agents "Replaced Lender") with one or more other assignees (such bank being herein called each a "Replacement Lender"), reasonably acceptable to the Swing Line Lender and the Issuer, provided that (i) at the time of any replacement pursuant to this Section, the Replacement Lender shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 11.7(c) (with the Assignment Fee payable pursuant to said Section 11.7(c) to purchase for cash all be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment, the outstanding Loans, the Swing Line Exposure and the Letter of Credit Exposure of the Notes Replaced Lender and, in connection therewith, shall pay the following: (a) to the Replaced Lender, an amount equal to the sum of such Lender (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans and Swing Line Participation Amounts of the Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, (b) to the Issuer, an amount equal to such Replaced Lender's rights hereunderCommitment Percentage of all drawings (which at such time remain unpaid drawings) to the extent such amount was not funded by such Replaced Lender, (c) to the Swing Line Lender, an amount equal to such Replaced Lender's Commitment Percentage of any Mandatory Borrowing to the extent such amount was not funded by such Replaced Lender, and (d) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without recourse limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or warranty the Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than titlethose specifically described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to in clauses (i) and (ii) of this Section 3.13, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights hereunder (Lender hereunder, except rights which, pursuant with respect to the indemnification provisions of under this Agreement, Agreement that are intended to survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsCommitments.

Appears in 1 contract

Samples: Year Credit Agreement (CVS Corp)

Replacement of Lender. If The Borrower shall be permitted to replace (with one or more replacement Lenders) any Lender which requests reimbursement for amounts owing pursuant to SECTION 4.3, 4.6 or 4.7 or becomes subject to the provisions of SECTION 4.1; PROVIDED that (i) such replacement does not conflict with any law, treaty, rule or regulation or determination of an arbitrator or a court or other governmental authority, in each case applicable to the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps or to remove which the Borrower or cure, and has removed such Lender or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days any of being on notification of such conditiontheir respective property is subject, (ii) a Lender refuses in writing to give its written consent to any amendment which requires no Default or Event of Default shall have occurred and be continuing at the consent time of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under SECTION 4.5 if any LIBO Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender invokes shall be obligated to make such replacement in accordance with the provisions of Section 4.02(eSECTION 11.11.1 (PROVIDED that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee), in each case(vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to SECTION 4.1, 4.3, 4.6 or 4.7, as the case may designate another bank be, and (viii) any such replacement shall not be CREDIT AGREEMENT deemed to be a waiver of any rights which is reasonably acceptable to the Borrower, the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to Agent or warranty (any other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from have against the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsreplaced Xxxxxx.

Appears in 1 contract

Samples: Credit Agreement (Edison Mission Energy)

Replacement of Lender. If The Borrower shall be permitted --------------------- to replace (with one or more replacement Lenders) any Lender which requests reimbursement for amounts owing pursuant to Section 4.1, 4.3, 4.6 or 4.7; --------------------- --- provided that (i) such replacement does not conflict with any law, treaty, rule -------- or regulation or determination of an arbitrator or a court or other governmental authority, in each case applicable to the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps or to remove which the Borrower or cure, and has removed such Lender or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days any of being on notification of such conditiontheir respective property is subject, (ii) a Lender refuses in writing to give its written consent to any amendment which requires no Default or Event of Default shall have occurred and be continuing at the consent time of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 4.5 if any LIBO Rate Loan owing to ----------- such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender invokes shall be obligated to make such replacement in accordance with the provisions of Section 4.02(e11.11.1 (provided that --------------- -------- the Borrower or replacement Lender shall be obligated to pay the registration and processing fee), in each case(vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 4.1, 4.3, 4.6 or 4.7, as the case may designate another be, (viii) any such --------------------- --- replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) if such replacement bank which or institution is reasonably acceptable not already a Lender, the Borrower shall pay to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all Agent an administrative fee of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rights$3,500.

Appears in 1 contract

Samples: Execution Copy Credit Agreement (Edison Mission Energy)

Replacement of Lender. If In the event any Lender delivers to the Borrowers any notice in accordance with Section 4.2 or 4.3, then the Borrowers shall have the right, if no Default or Event of Default then exists, to replace such Lender (ithe “Replaced Lender”) with one or more additional banks or financial institutions (collectively, the “Replacement Lender”), provided, that (a) the Borrower becomes obligated to pay additional amounts to any Replacement Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents Agent, (such bank being herein called a "Replacement Lender"b) to purchase for cash all at the time of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, replacement pursuant to the provisions of this AgreementSection 4.7, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed enter into one or more Assignment and Acceptance agreements pursuant to, and in accordance with the terms of, Section 11.2 (and with all processing and recordation fees payable pursuant to said Section 11.2 to be paid by the Replacement Lender or, at their option, the Borrowers) pursuant to which the Replacement Lender shall acquire all of the rights and obligations of the Replaced Lender hereunder and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (i) the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, and (ii) all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Section 2.4, (c) all other obligations of the Borrowers owing to the Replaced Lender (including all other obligations, if any, owing pursuant to Sections 4.2 and 4.3) shall be paid in full to such obligations Replaced Lender concurrently with such replacement and rights(d) the Administrative Agent and the Lenders shall not be obligated to assist the Borrowers in identifying any Replacement Lender.

Appears in 1 contract

Samples: Credit Agreement (Kforce Inc)

Replacement of Lender. If (i) the Borrower becomes obligated to pay additional amounts to any Lender Company receives a notice pursuant to Section 3.03subsection 2.7A, 3.04 2.7C or 4.01(f) (other than with respect 3.6, Company shall have the right, if no Potential Event of Default or Event of Default then exists, to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless replace such Lender has theretofore taken steps to remove (a "Replaced Lender") with one or cure, and has removed or curedmore Eligible Assignees (collectively, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") acceptable to purchase for cash Administrative Agent; provided that (i) at -------- the time of any replacement pursuant to this subsection 2.8B, the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Notes outstanding Loans and Commitments of, and in each case participations in Letters of such Credit and Swing Line Loans by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of all outstanding Loans of the Replaced Lender and (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's rights hereunderPro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it to the extent such amount was not theretofore funded by such Replaced Lender, and (z) Swing Line Lender an amount equal to such Replaced Lender's Pro Rata Share of any Refunded Swing Line Loans to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including, without recourse limitation, all such amounts, if any, owing under subsection 2.6D) of Company owing to or warranty the Replaced Lender (other than titlethose specifically described in clause (i) byabove in respect of which the assignment purchase price has been, or expense tois concurrently being, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable paid), shall be paid in full to such Replaced Lender plus any concurrently with such replacement. All accrued but unpaid interest on such Notes interest, commitment fees and accrued but unpaid commitment letter of credit fees and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such amounts payable to the Replaced Lender shall consummate such sale be paid in accordance with such the terms set forth in the respective Assignment Agreement. Upon the execution and delivery of the respective Assignment Agreements, the payment of amounts referred to in clauses (andi) and (ii) above and delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be become a party hereto or have any obligations or rights Lender hereunder (and the Replaced Lender shall cease to constitute a Lender hereunder except rights which, pursuant with respect to indemnification and confidentiality provisions under this Agreement which by the provisions terms of this Agreement, Agreement survive the termination of this Agreement Agreement, which indemnification and confidentiality provisions shall survive as to such Replaced Lender. Notwithstanding anything to the repayment contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the Notes)furnishing of a Standby Letter of Credit in form and substance, and the Replacement Lender shall succeed issued by an issuer, satisfactory to such obligations Issuing Lender or the furnishing of cash collateral in amounts and rightspursuant to arrangements satisfactory to such Issuing Lender or the cancellation and return of such outstanding Letter of Credit) have been made with respect to such outstanding Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Isle of Capri Casinos Inc)

Replacement of Lender. If at any time (ia) the a Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.03described in subsections 9.5, 3.04 9.6 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) 9.7 as a result of any condition described in such Sections which is not generally subsections or any Lender ceases to make Eurocurrency Loans pursuant to subsection 9.5, (b) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers, (c) any Lender becomes a "Nonconsenting Lender" (as defined below in this subsection 9.9) or (d) any Lender becomes a "Non-Funding Lender", then the applicable Borrower may, on ten (10) Business Days' prior written notice to all Lendersthe applicable Agent and such Lender, then, unless replace such Lender has theretofore taken steps by causing such Lender to remove or cure, (and has removed or cured, the conditions creating the cause for such obligation Lender shall) assign pursuant to pay such additional amounts, within fifteen (15subsection 17.6(c) days all of being on notification of such condition, (ii) its rights and obligations under this Agreement to a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the other entity selected by such Borrower may designate another bank which is reasonably and acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender applicable Agent for a purchase price equal to the outstanding principal amount of such Lender's Loans and all accrued interest and fees and other amounts payable hereunder; provided that (i) such Borrower shall have no right to replace the Notes payable applicable Agent, (ii) neither the applicable Agent nor any Lender shall have any obligation to such Borrower to find a replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which such Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 9.9, in order for such Borrower to be entitled to replace such a Lender, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified such Borrower and the applicable Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the subsections described in clause (a) of this subsection 9.9, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the applicable Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 9.9, such Borrower shall pay such additional amounts to such Lender plus prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the applicable Borrower or the applicable Agent has requested the Lenders to consent to a departure or waiver of any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other feesprovisions of the Loan Documents or to agree to any amendment thereto, expense reimbursements and indemnities (y) the consent, waiver or amendment in respect question requires the agreement of that Lender's Commitments. Such Lender shall consummate such sale all Lenders in accordance with the terms of subsection 17.1 and (z) the Required Lenders have agreed to such terms (andconsent, if waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a "Nonconsenting Lender." The applicable Borrower's right to replace a Non-Funding Lender is an Issuing Bank, such other terms as may be necessary pursuant to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lenderthis subsection 9.9 is, and thereupon shall be, in addition to, and not in lieu of, all other rights and remedies available to such Borrower against such Non-Funding Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of under this Agreement, survive the termination of this Agreement and the repayment of the Notes)at law, and the Replacement Lender shall succeed to such obligations and rightsin equity, or by statute.

Appears in 1 contract

Samples: Credit Agreement (Viasystems Group Inc)

Replacement of Lender. If (i) the Borrower becomes obligated to pay additional amounts to any Lender pursuant to requests compensation under Section 3.03, 3.04 2.13(a) or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such conditionb), (ii) a any Lender refuses in writing suspends its obligation to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders continue, or Convert Advances into, Eurodollar Rate Advances pursuant to clause (iiSection 2.03(c)(ii) of the second sentence of or Section 13.07 2.11, or (iii) any Lender becomes a Defaulting Lender (any such Lender, a "Subject Lender"), then (A) in the case of a Defaulting Lender, the Administrative Agent may, upon notice to the Subject Lender and the Borrower, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender invokes accepts such assignment) and (B) in the provisions case of Section 4.02(e)any Subject Lender, in each caseincluding a Defaulting Lender, the Borrower may, upon notice to the Subject Lender and the Administrative Agent and at the Borrower's sole cost and expense, require such Subject Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may designate be another bank which is reasonably acceptable Lender, if a Lender accepts such assignment), provided that, in any event: (A) as to assignments requested by the Borrower, the Borrower shall have paid to the Administrative Agents Agent the assignment fee specified in Section 9.06; (B) such bank being herein called a "Replacement Lender") to purchase for cash all Subject Lender shall have received payment of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price an amount equal to the outstanding principal amount of the Notes its Advances and participations in outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.12) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Applicable Borrower (in the case of all other amounts); (C) in the case of any such assignment resulting from a claim for compensation under Section 2.13, such assignment will result in a reduction in such compensation or payments thereafter; and (D) such assignment does not conflict with applicable Legal Requirements. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender plus any accrued but unpaid interest or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Solely for purposes of effecting the assignment required for a Defaulting Lender under this Section 2.15 and to the extent permitted under applicable Legal Requirements, each Lender hereby designates and appoints the Administrative Agent as true and lawful agent and attorney-in-fact, with full power and authority, for and on behalf of and in the name of such Notes Lender to execute, acknowledge and accrued but unpaid commitment deliver the Assignment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, Acceptance required hereunder if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within was a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, Defaulting Lender and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights whichbound thereby as fully and effectively as if such Lender had personally executed, pursuant to acknowledged and delivered the provisions of this Agreement, survive the termination of this Agreement and the repayment same. In lieu of the Notes)Borrower or the Administrative Agent replacing a Defaulting Lender as provided in this Section 2.15, and the Replacement Lender shall succeed to Borrower may terminate such obligations and rightsDefaulting Lender's Commitment as provided in Section 2.04.

Appears in 1 contract

Samples: Credit Agreement (ReoStar Energy CORP)

Replacement of Lender. If (ix) the Borrower becomes is obligated to pay additional amounts to any Lender pursuant to any amount under Section 3.033.6 or Section 3.10, 3.04 or 4.01(fthe Borrower shall have the right within 90 days thereafter, (y) (other than with respect to any Lender shall be a LIBO Rate Reserve Requirement) as a result of Defaulting Lender, the Borrower shall have the right at any condition described in such Sections time during which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps shall remain a Defaulting Lender, or (z) any Lender shall have not consented to remove or cure, and has removed or curedan Extension Request, the conditions creating Borrower shall have the cause for such obligation to pay such additional amounts, within fifteen (15) days of being right at any time on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e)relevant Extension Date, in each casecase in accordance with the requirements of Section 11.7(b) and only if no Default shall exist, to replace such Lender (the Borrower may designate another bank which is “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”), reasonably acceptable to the Administrative Agents Agent, the Swing Line Lender and each Issuer, provided that (such bank being herein called a "i) at the time of any replacement pursuant to this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 11.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender") pursuant to which the Replacement Lender shall acquire the Commitment, the outstanding Loans, the Swing Line Exposure and the Letter of Credit Exposure of the Replaced Lender and, in connection therewith, shall pay the following: (a) to purchase for cash the Replaced Lender, an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans and Swing Line Participation Amounts of the Notes Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, (b) to each Issuer, an amount equal to such Replaced Lender’s Commitment Percentage of all drawings on Letters of Credit issued by such Issuer (which at such time remain unpaid drawings) to the extent such amount was not funded by such Replaced Lender, (c) to the Swing Line Lender, an amount equal to such Replaced Lender’s Commitment Percentage of any Mandatory Borrowing to the extent such amount was not funded by such Replaced Lender, and (d) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Lender's rights hereunderReplaced Lender or the Borrower, without recourse and (ii) all obligations of the Borrower owing to or warranty the Replaced Lender (other than titlethose specifically described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution of the respective Assignment and Assumptions and the payment of amounts referred to in clauses (i) and (ii) of this Section 3.13, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights hereunder (Lender hereunder, except rights which, pursuant with respect to the indemnification provisions of under this Agreement, Agreement that are intended to survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans which may be applicable to any such Replaced Lender prior to the date of its replacement. Solely for the purpose of calculating break funding payments under Section 3.5, and the Replacement assignment by any Replaced Lender of any Eurodollar Advance prior to the last day of the CVS Health Corporation 2017 Five Year Credit Agreement Interest Period applicable thereto pursuant to clause (x) or (z) of this Section 3.13 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsEurodollar Advance.

Appears in 1 contract

Samples: Five Year Credit Agreement (CVS HEALTH Corp)

Replacement of Lender. If (i) the any Borrower becomes is obligated to pay additional amounts to any Lender any amount under Section 2.13(a), (b) or (c) and such payment is attributable solely to any change since the Effective Date (in the case of each Lender listed on the signature pages hereof) or since the effective date of the Assignment and Acceptance Agreement pursuant to Section 3.03which it became a Lender (in the case of each other Lender) in any applicable law, 3.04 rule, regulation, order, directive, treaty or 4.01(fguideline (whether or not having the force of law) or in the interpretation or administration thereof (other than with respect to a LIBO Rate Reserve Requirement) as a result including the introduction of any condition described in such Sections which is not generally applicable to all Lendersnew law, thenrule, unless such Lender has theretofore taken steps to remove regulation, order, directive, treaty or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such conditionguideline), (ii) any Lender shall have failed to make available a Lender refuses Loan on the date on which and in writing the amount in which it was obligated to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 do so and shall not have cured such failure within three Business Days or (iii) any Lender shall have demanded any payment under Section 2.14 or excused itself from funding a Lender invokes Loan pursuant to Section 2.14, the provisions Company shall have the right, in accordance with the requirements of Section 4.02(e11.7(b), in if no Default or Event of Default shall exist to replace up to two such Lenders (each casea "Replaced Lender") with one or more other assignees (each, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") ), reasonably acceptable to purchase for cash all of the Notes of such Swing Line Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lenderprovided that (I) within a reasonable at the time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have of any obligations or rights hereunder (except rights which, replacement pursuant to the provisions of this AgreementSection, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed enter into one or more Assignment and Acceptance Agreements pursuant to Section 11.7(b) (with the Assignment Fee payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Lender and, in connection therewith, shall pay to (w) the Replaced Lender in respect thereof 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 Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Sections 3.1 and 3.2, (x) the Issuing Bank an amount equal to such obligations Replaced Lender's Commitment Percentage of all drawings (which at such time remains an unpaid drawing) to the extent such amount was not theretofore funded by such Replaced Lender, (y) the Swing Line Lender an amount equal to such Replaced Lender's Commitment Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender and rights.(z) the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal

Appears in 1 contract

Samples: Credit Agreement (Tiffany & Co)

Replacement of Lender. If (i) the Borrower becomes obligated Company receives a notice pursuant to subsection 2.7A, 2.7C or 3.6, is required to pay any additional amounts to any Lender pursuant to Section 3.03subsection 2.7B or in the event a Lender has not consented to a proposed change, 3.04 waiver, discharge or 4.01(f) (other than termination with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections this Agreement which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least been approved by the Requisite Lenders pursuant as provided in subsection 10.6, Company shall have the right, if no Potential Event of Default or Event of Default then exists, to clause replace such Lender (iia "Replaced Lender") of the second sentence of Section 13.07 with one or more Eligible Assignees (iii) a Lender invokes the provisions of Section 4.02(e), in each casecollectively, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") acceptable to purchase for cash Administrative Agent; provided that (i) at the time of any replacement pursuant -------- to this subsection 2.8, the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Notes outstanding Loans and Commitments of, and in each case participations in Letters of such Credit and Swing Line Loans by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof 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 Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender with respect thereto, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's rights hereunderPro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it to the extent such amount was not theretofore funded by such Replaced Lender, and (z) Swing Line Lender an amount equal to such Replaced Lender's Pro Rata Share of any Refunded Swing Line Loans to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including without recourse limitation all such amounts, if any, owing under subsection 2.6D) of Company owing to or warranty the Replaced Lender (other than titlethose specifically described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution of the respective Assignment Agreements, recordation of such assignment in the Register by Administrative Agent pursuant to subsection 2.1D, the payment of amounts referred to in clauses (i) and (ii) above and delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights Lender hereunder (except rights which, pursuant with respect to indemnification provisions under this Agreement which by the provisions terms of this Agreement, Agreement survive the termination of this Agreement Agreement, which indemnification provisions shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a Standby Letter of Credit in form and the repayment of the Notes)substance, and the Replacement Lender shall succeed issued by an issuer, satisfactory to such obligations Issuing Lender or the furnishing of cash collateral in amounts and rightspursuant to arrangements satisfactory to such Issuing Lender) have been made with respect to such outstanding Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Digitas Inc)

Replacement of Lender. If The Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 5.01 or 5.03(a), (b) defaults in its obligation to make Loans hereunder or (c) fails to vote in favor of any measure requiring the affirmative vote of one hundred percent (100%) of the Lenders, with a replacement financial institution; provided that (i) the Borrower becomes obligated to pay additional amounts to such replacement does not conflict with any Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Governmental Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires no Event of Default shall have occurred and be continuing at the consent time of all Lenders which amendment such replacement that has received the written consent of at least the Requisite Lenders pursuant to clause (ii) not been waived by each of the second sentence of Section 13.07 or other Lenders, (iii) a prior to any such replacement, such Lender invokes shall have taken no action under Section 5.04 so as to eliminate the continued need for payment of amounts owing pursuant to Section 5.01 or 5.03(a), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrowers shall be liable to such replaced Lender under Section 5.02 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 4.02(e12.04 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), in each case(viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 5.01 or 5.03(a), as the case may designate another bank which is reasonably acceptable be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to Agent or warranty (any other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such have against the replaced Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rights.

Appears in 1 contract

Samples: Guaranty and Collateral Agreement (Hornbeck Offshore Services Inc /La)

Replacement of Lender. If (ix) the Borrower becomes is obligated to pay additional amounts to any Lender pursuant to any amount under Section 3.03, 3.04 3.06 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case3.10, the Borrower may designate another bank shall have the right within 90 days thereafter or (y) any Lender shall be a Defaulting Lender, the Borrower shall have the right at any time during which is such Lender shall remain a Defaulting Lender, in accordance with the requirements of Section 10.07(b) and only if no Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”), reasonably acceptable to the Administrative Agents Agent, provided, that (such bank being herein called a "i) at the time of any replacement pursuant to this Section 3.12, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 10.07(b) (with the processing and recordation fee referred to in Section 10.07(b) payable pursuant to said Section 10.07(b) to be paid by the Replacement Lender") pursuant to which the Replacement Lender shall acquire the Commitment and the outstanding Loans of the Replaced Lender and, in connection therewith, shall pay the following: (a) to purchase for cash the Replaced 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 Notes of such Replaced Lender and (B) an amount equal to all of accrued, but unpaid, fees owing to the Replaced Lender and (b) to the Administrative Agent an amount equal to all amounts owed by such Lender's rights hereunderReplaced Lender to the Administrative Agent under this Agreement, including, without recourse limitation, an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.01 and which has not been repaid to the Administrative Agent by such Replaced Lender or warranty the Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than titlethose specifically described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution and delivery of the respective Assignment and Assumptions and the payment of amounts referred to in clauses (i) and (ii) of this Section 3.12, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights hereunder (Lender hereunder, except rights which, pursuant with respect to the indemnification provisions of under this Agreement, Agreement that are intended to survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans which may be applicable to any such Replaced Lender prior to the date of its replacement. Solely for the purpose of calculating break funding payments under Section 3.05, and the Replacement assignment by any Replaced Lender of any Eurodollar Loan prior to the last day of the Interest Period applicable thereto pursuant to clause (x) of this Section 3.12 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsEurodollar Loan.

Appears in 1 contract

Samples: Day Bridge Term Loan Agreement (CVS HEALTH Corp)

Replacement of Lender. If the Borrower is obligated to pay to any Lender any amount under Section 3.6 or Section 3.10, the Borrower shall have the right within 90 days thereafter, in accordance with the requirements of Section 11.7(b), if no Default or Event of Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more other assignees (each a “Replacement Lender”), provided that (i) at the Borrower becomes obligated time of any replacement pursuant to pay additional amounts to any this Section, the Replacement Lender shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 3.0311.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment (if any) and the outstanding Loans of the Replaced Lender and, 3.04 in connection therewith, shall pay the following: (a) to the Replaced 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 Replaced Lender and (B) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender and (b) to the Administrative Agent, an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of this Section 3.13, the second sentence of Section 13.07 or (iii) Replacement Lender shall become a Lender invokes hereunder and the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Replaced Lender shall cease to the Administrative Agents (such bank being herein called constitute a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse except with respect to or warranty (other than title) by, or expense to, such Lender for a purchase price equal indemnification provisions under this Agreement that are intended to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement the Commitments and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsLoans.

Appears in 1 contract

Samples: Bridge Credit Agreement (Blue MergerSub Corp.)

Replacement of Lender. If The Borrower shall be permitted to replace (with one or more replacement Lenders) any Lender which requests reimbursement for amounts owing pursuant to SECTION 4.1, 4.3, 4.6 or 4.7; PROVIDED that (i) such replacement does not conflict with any law, treaty, rule or regulation or determination of an arbitrator or a court or other governmental authority, in each case applicable to the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps or to remove which the Borrower or cure, and has removed such Lender or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days any of being on notification of such conditiontheir respective property is subject, (ii) a Lender refuses in writing to give its written consent to any amendment which requires no Default or Event of Default shall have occurred and be continuing at the consent time of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under SECTION 4.5 if any LIBO Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender invokes shall be obligated to make such replacement in accordance with the provisions of Section 4.02(eSECTION 11.11.1 (PROVIDED that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee), in each case(vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to SECTION 4.1, 4.3, 4.6 or 4.7, as the case may designate another be, (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) if such replacement bank which or institution is reasonably acceptable not already a Lender, the Borrower shall pay to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all Agent an administrative fee of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rights$3,500.

Appears in 1 contract

Samples: Credit Agreement (Edison Mission Energy)

Replacement of Lender. If at any time (ia) the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.03described in Sections 2.14, 3.04 2.15 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) 2.16 as a result of any condition described in such Sections which is not generally applicable or any Lender ceases to all Lendersmake Eurodollar Rate Loans pursuant to Section 2.14, thenany Lender becomes insolvent and its assets become subject to a receiver, unless liquidator, trustee, custodian, or other Person having similar powers, (b) any Lender becomes a "Nonconsenting Lender" (as defined below in this Section 2.18) or (c) any Lender becomes a "Defaulting Lender", then either the Agent or the Borrower may, on ten (10) Business Days' prior written notice to the Agent and such Lender, replace such Lender has theretofore taken steps by causing such Lender to remove or cure, (and has removed or cured, the conditions creating the cause for such obligation Lender shall) assign pursuant to pay such additional amounts, within fifteen (15) days Section 15.1 all of being on notification of such condition, (ii) its rights and obligations under this Agreement to a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, other Eligible Assignee selected by the Borrower may designate another bank which is reasonably and acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender Agent for a purchase price equal to the outstanding principal amount of such Lender's Advances and all accrued interest and fees and other amounts payable hereunder; provided that (i) the Notes payable Borrower shall have no right to replace the Agent, (ii) neither the Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 2.18, in order for the Borrower or the Agent to be entitled to replace such a Lender, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Borrower and the Agent of its failure to agree to any requested consent, waiver, or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the Sections described in clause (a) of this Section 2.18, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 2.18, the Borrower shall pay such additional amounts to such Lender plus prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Borrower or the Agent has requested the Lenders to consent to a departure or waiver of any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other feesprovisions of the Loan Documents or to agree to any amendment thereto, expense reimbursements and indemnities (y) the consent, waiver, or amendment in respect question requires the agreement of that Lender's Commitments. Such Lender shall consummate such sale all Lenders in accordance with the terms of Section 16.1 and (z) Lenders whose Pro-Rata Shares aggregate 66 2-3% or more of the Commitments have agreed to such terms (andconsent, if waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a "Nonconsenting Lender." The Borrower's and the Agent's right to replace a Defaulting Lender is an Issuing Bank, such other terms as may be necessary pursuant to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lenderthis Section 2.18 is, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights whichbe, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes)in addition to, and the Replacement Lender shall succeed not in lieu of, all other rights and remedies available to such obligations and rights.the

Appears in 1 contract

Samples: Loan and Security Agreement (Vermont Transit Co Inc)

Replacement of Lender. If Company receives a notice pursuant to subsection 2.7A, 2.7C or 3.6, Company shall have the right, if no Potential Event of Default or Event of Default then exists, to replace such Lender (a "REPLACED LENDER") with one or more Eligible Assignees (collectively, the "REPLACEMENT LENDER") acceptable to Agents; provided that (i) at the Borrower becomes obligated to pay additional amounts to time of any Lender replacement pursuant to Section 3.03this subsection 2.8B, 3.04 the Replacement Lender shall enter into one or 4.01(fmore Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the outstanding Loans and Commitments of, and in each case participations in Letters of Credit and Swing Line Loans by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of all outstanding Loans of the Replaced Lender and (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it to the extent such amount was not theretofore funded by such Replaced Lender, and (z) Swing Line Lender an amount equal to such Replaced Lender's Pro Rata Share of any Refunded Swing Line Loans to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including, without limitation, all such amounts, if any, owing under subsection 2.6D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. All accrued but unpaid interest, commitment fees and letter of credit fees and other amounts payable to the Replaced Lender shall be paid in accordance with the terms set forth in the respective Assignment Agreement. Upon the execution and delivery of the respective Assignment Agreements, the payment of amounts referred to in clauses (i) and (ii) above and delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections indemnification and confidentiality provisions under this Agreement which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, by the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, Agreement survive the termination of this Agreement Agreement, which indemnification and confidentiality provisions shall survive as to such Replaced Lender. Notwithstanding anything to the repayment contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the Notes)furnishing of a Standby Letter of Credit in form and substance, and the Replacement Lender shall succeed issued by an issuer, satisfactory to such obligations Issuing Lender or the furnishing of cash collateral in amounts and rightspursuant to arrangements satisfactory to such Issuing Lender or the cancellation and return of such outstanding Letter of Credit) have been made with respect to such outstanding Letters of Credit.

Appears in 1 contract

Samples: Security Agreement (Horseshoe Gaming Holding Corp)

Replacement of Lender. If the Borrower is obligated to pay to any Lender any amount under Section 3.6 or Section 3.10, the Borrower shall have the right within 90 days thereafter, in accordance with the requirements of Section 11.7(b), if no Default or Event of Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more other assignees (each a “Replacement Lender”), provided that (i) at the Borrower becomes obligated time of any replacement pursuant to pay additional amounts to any this Section, the Replacement Lender shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 3.0311.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment (if any) and the outstanding Loans of the Replaced Lender and, 3.04 in connection therewith, shall pay the following: (a) to the Replaced 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 Replaced Lender and (B) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender and (b) to the Administrative Agent, an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of this Section 3.13, the second sentence of Section 13.07 or (iii) Replacement Lender shall become a Lender invokes hereunder and the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Replaced Lender shall cease to the Administrative Agents (such bank being herein called constitute a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse except with respect to or warranty (other than title) by, or expense to, such Lender for a purchase price equal indemnification Table of Contents provisions under this Agreement that are intended to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement the Commitments and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsLoans.

Appears in 1 contract

Samples: Bridge Credit Agreement (CVS Caremark Corp)

Replacement of Lender. If The Borrower shall be permitted --------------------- to replace (with one or more replacement Lenders) any Lender which requests reimbursement for amounts owing pursuant to Section 4.1, 4.3, 4.6 or 4.7; --------------------- --- provided that (i) such replacement does not conflict with any law, treaty, rule -------- or regulation or determination of an arbitrator or a court or other governmental authority, in each case applicable to the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps or to remove which the Borrower or cure, and has removed such Lender or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days any of being on notification of such conditiontheir respective property is subject, (ii) a Lender refuses in writing to give its written consent to any amendment which requires no Default or Event of Default shall have occurred and be continuing at the consent time of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 4.5 if any LIBO Rate Loan owing to ----------- such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender invokes shall be obligated to make such replacement in accordance with the provisions of Section 4.02(e10.11.1 (provided that --------------- the Borrower or replacement Lender shall be obligated to pay the registration and processing fee), in each case(vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 4.1, 4.3, 4.6 or 4.7, as the case may designate another be, (viii) any such --------------------- --- replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender, and (ix) if such replacement bank which or institution is reasonably acceptable not already a Lender, the Borrower shall pay to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all Agent an administrative fee of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rights$3,500.

Appears in 1 contract

Samples: Credit Agreement (Edison Mission Energy)

Replacement of Lender. If (ix) the Borrower becomes is obligated to pay additional amounts to any Lender pursuant to any amount under Section 3.03, 3.04 3.06 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case3.10, the Borrower may designate another bank shall have the right within 90 days thereafter or (y) any Lender shall be a Defaulting Lender, the Borrower shall have the right at any time during which is such Lender shall remain a Defaulting Lender, in accordance with the requirements of Section 10.07(b) and only if no Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”), reasonably acceptable to the Administrative Agents Agent, provided, that (such bank being herein called a "i) at the time of any replacement pursuant to this Section 3.12, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 10.07(b) (with the processing and recordation fee referred to in Section 10.07(b) payable pursuant to said Section 10.07(b) to be paid by the Replacement Lender") pursuant to which the Replacement Lender shall acquire the Commitment and the outstanding Loans of the Replaced Lender and, in connection therewith, shall pay the following: (a) to purchase for cash the Replaced 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 Notes of such Replaced Lender and (B) an amount equal to all of accrued, but unpaid, fees owing to the Replaced Lender and (b) to the Administrative Agent an amount equal to all amounts owed by such Lender's rights hereunderReplaced Lender to the Administrative Agent under this Agreement, including, without recourse limitation, an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.01 and which has not been repaid to the Administrative Agent by such Replaced Lender or warranty the Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than titlethose specifically described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution of the respective Assignment and Assumptions and the payment of amounts referred to in clauses (i) and (ii) of this Section 3.12, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights hereunder (Lender hereunder, except rights which, pursuant with respect to the indemnification provisions of under this Agreement, Agreement that are intended to survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans which may be applicable to any such Replaced Lender prior to the date of its replacement. Solely for the purpose of calculating break funding payments under Section 3.05, and the Replacement assignment by any Replaced Lender of any Eurodollar Loan prior to the last day of the Interest Period applicable thereto pursuant to clause (x) of this Section 3.12 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsEurodollar Loan.

Appears in 1 contract

Samples: Term Loan Agreement (CVS HEALTH Corp)

Replacement of Lender. If In the event any Lender delivers to the Borrower any notice in accordance with Section 4.2 or 4.3, then the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender (ithe "Replaced Lender") with one or more additional banks or financial institutions (collectively, the "Replacement Lender"), provided, that (a) the Borrower becomes obligated to pay additional amounts to any Replacement Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents Agent, (such bank being herein called a "Replacement Lender"b) to purchase for cash all at the time of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, replacement pursuant to the provisions of this AgreementSection 4.7, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed enter into one or more Assignment and Acceptance agreements pursuant to, and in accordance with the terms of, Section 11.2 (and with all processing and recordation fees payable pursuant to said Section 11.2 to be paid by the Replacement Lender or, at its option, the Borrower) pursuant to which the Replacement Lender shall acquire all of the rights and obligations of the Replaced Lender hereunder and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (i) the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, and (ii) all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Section 2.5, (c) all other obligations of the Borrower owing to the Replaced Lender (including all other obligations, if any, owing pursuant to Sections 4.2 and 4.3) shall be paid in full to such obligations Replaced Lender concurrently with such replacement and rights(d) the Administrative Agent and the Lenders shall not be obligated to assist the Borrower in identifying any Replacement Lender.

Appears in 1 contract

Samples: Credit Agreement (Kforce Com Inc)

Replacement of Lender. If the Borrower is obligated to pay to any Lender any amount under Section 3.6 or 3.10, the Borrower shall have the right within 90 days thereafter, in accordance with the requirements of Section 11.7(c), if no Default or Event of Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more other assignees (each a “Replacement Lender”), provided that (i) at the Borrower becomes obligated time of any replacement pursuant to pay additional amounts to any this Section, the Replacement Lender shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 3.0311.7(c) (with the Assignment Fee payable pursuant to said Section 11.7(c) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment and the outstanding Loans of the Replaced Lender and, 3.04 in connection therewith, shall pay the following: (a) to the Replaced 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 Replaced Lender and (B) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender and (b) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of this Section 3.13, the second sentence of Section 13.07 or (iii) Replacement Lender shall become a Lender invokes hereunder and the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Replaced Lender shall cease to the Administrative Agents (such bank being herein called constitute a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse except with respect to or warranty (other than title) by, or expense to, such Lender for a purchase price equal indemnification provisions under this Agreement that are intended to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsCommitments.

Appears in 1 contract

Samples: Acceptance Agreement (CVS Corp)

Replacement of Lender. If Upon (ia) the Borrower becomes obligated occurrence of any event giving rise to pay additional amounts the operation of subsection 3.1(A)(iv)(b), 3.1(A)(v), 3.1(F) or 3.1(G) with respect to any Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described which results in such Sections which is not Lender charging to the Borrowers increased costs in excess of those being generally applicable charged by the other Lenders or (b) the failure or refusal of a single Lender to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment amendment, modification, termination or waiver which pursuant to subsection 8.3 requires the consent of all Lenders which amendment has received Lenders, Borrower shall have the written consent right, if no Default or Event of at least Default then exists or will exist immediately after giving effect to the Requisite Lenders pursuant replacement, to clause replace such Lender (iithe "Replaced Lender") of the second sentence of Section 13.07 with one or more other Eligible Assignees (iii) a Lender invokes the provisions of Section 4.02(e), in each casecollectively, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") and each of whom shall be required to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal be reasonably acceptably to the outstanding principal amount Agent, provided that (i) at the time of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, replacement pursuant to the provisions of this Agreementsubsection 8.30, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed enter into a Lender Addition Agreement pursuant to subsection 9.1 pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Revolver Loans of, and participations in Letter of Credit Liabilities owned by, the Replaced Lender and, in connection therewith, shall pay the "Purchase Price" specified in such obligations and rights.Lender Addition Agreement. Upon the execution of the respective Lender Addition Agreement, the payment of the Purchase Price provided therein, and, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowers, as provided in the Lender Addition Agreement, the Replacement Lender shall become

Appears in 1 contract

Samples: Loan and Security Agreement (Jan Bell Marketing Inc)

Replacement of Lender. If (x) the Borrower is obligated to pay to any Lender any amount under Section 3.6 or Section 3.10, the Borrower shall have the right within 90 days thereafter, (y) any Lender shall be a Defaulting Lender, the Borrower shall have the right at any time during which such Lender shall remain a Defaulting Lender, or (z) any Lender shall have not consented to an Extension Request, the Borrower shall have the right at any time on the relevant Extension Date, in each case in accordance with the requirements of Section 11.7(b) and only if no Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”); provided that (i) at the Borrower becomes obligated time of any replacement pursuant to pay additional amounts to any this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 3.0311.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment, 3.04 the outstanding Loans, the Swing Line Exposure and the Letter of Credit Exposure of the Replaced Lender and, in connection therewith, shall pay the following: (a) to the Replaced 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 and Swing Line Participation Amounts of the Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, (b) to each Issuer, an amount equal to such Replaced Lender’s Commitment Percentage of all drawings on Letters of Credit issued by such Issuer (which at such time remain unpaid drawings) to the extent such amount was not funded by such Replaced Lender, (c) to the Swing Line Lender, an amount equal to such Replaced Lender’s Commitment Percentage of any Mandatory Borrowing to the extent such amount was not funded by such Replaced Lender, and (d) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an CHAR1\1787260v5 amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution and delivery of the respective Assignment and Assumptions and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of this Section 3.13, the second sentence of Section 13.07 or (iii) Replacement Lender shall become a Lender invokes hereunder and the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Replaced Lender shall cease to the Administrative Agents (such bank being herein called constitute a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse except with respect to or warranty (other than title) by, or expense to, such Lender for a purchase price equal indemnification provisions under this Agreement that are intended to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans which may be applicable to any such Replaced Lender prior to the date of its replacement. Solely for the purpose of calculating break funding payments under Section 3.5, and the Replacement assignment by any Replaced Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto pursuant to clause (x) or (z) of this Section 3.13 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsEurodollar Advance.

Appears in 1 contract

Samples: Credit Agreement (CVS HEALTH Corp)

Replacement of Lender. If (a) (i) the Borrower becomes obligated is required pursuant to pay Section 4.1, 4.2 or 4.5 to make any additional amounts payment to any Lender or (ii) any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.034.3.1, 3.04 or 4.01(f(iii) any Lender fails to consent to any amendment, waiver or consent that otherwise requires the consent of such Lender under Section 9.2.1, 9.2.2, 9.2.3 or 9.2.4 (any Lender so affected or which fails to so consent, an “Affected Lender”), so long as (in the case of this clause (iii)) the consent of the Required Lenders (with the percentage in such definition being deemed to be 75% for this purpose) has been obtained, or (b) (other than with respect i) any Lender shall become a Defaulting Lender and (ii) such Defaulting Lender shall fail to a LIBO Rate Reserve Requirement) cure the default as a result of any condition described in which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such Sections which is not generally applicable to all Lenders, default; then, unless with respect to each such Affected Lender has theretofore taken steps to remove or cure, and has removed or curedDefaulting Lender (the “Terminated Lender”), the conditions creating Borrower may, at its sole expense and effort, upon notice to such Terminated Lender and the cause for Agent, require such obligation Terminated Lender to pay assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.3), all its interests, rights and obligations under this Agreement to an assignee that shall assume such additional amountsobligations (which assignee may be another Lender, within fifteen if a Lender accepts such assignment); provided that (15i) days the Borrower shall have received the prior written consent of the Agent (and if a L/C Commitment or L/C Exposure is being on notification of such conditionassigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii) a such Terminated Lender refuses in writing to give its written consent to any amendment which requires the consent shall have received payment of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price an amount equal to the outstanding principal amount of the Notes its Loans and participations in L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including without limitation payments due to such Terminated Lender plus any accrued but unpaid interest under Sections 4.1, 4.2 and 4.5, and payments, if any, which would have been due to such Terminated Lender on the day of such assignment under Section 4.4 had the Loans of such Terminated Lender been prepaid on such Notes and accrued but unpaid commitment and other feesdate rather than assigned to the replacement Lender, expense reimbursements and indemnities in respect each case to the extent not paid by the purchasing Lender), (iii) in the case of that Lender's Commitments. Such Lender shall consummate any such sale in accordance with such terms (andassignment resulting from a claim for compensation under Section 4.1, if such Lender is an Issuing Bank4.2 or 4.5, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with any Requirement of Law (excluding Certificates of Incorporation and By-Laws or other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto organizational or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notesgoverning documents), and (v) no Default shall have occurred and be continuing at the Replacement time of such assignment. Such Terminated Lender shall succeed not be required to make any such obligations and rightsassignment if, prior thereto, as a result of a waiver by such Terminated Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply.

Appears in 1 contract

Samples: Credit Agreement (Wendy's/Arby's Group, Inc.)

Replacement of Lender. If at any time (ia) the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.03described in Sections 4.5, 3.04 4.6 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) 4.7 as a result of any condition described in such Sections which is not generally applicable or any Lender ceases to all Lendersmake Eurodollar Loans pursuant to Section 4.5, then(b) any Lender becomes insolvent and its assets become subject to a receiver, unless liquidator, trustee, custodian or other Person having similar powers, (c) any Lender becomes a "Nonconsenting Lender" or (d) any Lender becomes a "Non-Funding Lender", then the Borrower may, on ten Business Days' prior written notice to the Administrative Agent and such Lender, replace such Lender has theretofore taken steps by causing such Lender to remove or cure, (and has removed or cured, the conditions creating the cause for such obligation Lender shall) assign pursuant to pay such additional amounts, within fifteen (15Section 12.6(c) days all of being on notification of such condition, (ii) its rights and obligations under this Agreement to a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, other entity selected by the Borrower may designate another bank which is reasonably and acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender Agent for a purchase price equal to the outstanding principal amount of such Lender's Loans and all accrued interest and fees and other amounts payable hereunder (including amounts payable under Section 4.8 as though such Loans were being paid instead of being purchased); provided that (i) the Notes payable Borrower shall have no right to replace the Administrative Agent, (ii) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 4.9, in order for the Borrower to be entitled to replace such a Lender, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Borrower and the Administrative Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the Sections described in clause (a) of this Section 4.9, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 4.9, the Borrower shall pay such additional amounts to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if prior to such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement being replaced and the repayment payment of the Notes), and the Replacement Lender shall succeed to such obligations and rights.51 50

Appears in 1 contract

Samples: Credit Agreement (Cooperative Computing Inc /De/)

Replacement of Lender. If (ia) In the event that (x) the Borrower becomes obligated receives from a Lender a certificate requesting an amount be paid to pay additional amounts to such Lender under Section 1.3(f), 2.7 or 2.8 hereof and the Required Lenders have not similarly made requests for payment arising out of the same circumstances or (y) the obligation of any Lender pursuant to make or maintain any LIBOR Portion has terminated under Section 3.032.5 or 2.6 hereof and the obligations of the Required Lenders to make or maintain LIBOR Portions have not similarly terminated by reason of the same circumstances or (z) any Lender becomes a Defaulting Lender, 3.04 then the Borrower may request other Lenders hereunder to assume in full the Commitments then in effect of the Lender requesting such amount be paid or 4.01(f) (other than whose obligations with respect to a LIBO Rate Reserve Requirement) LIBOR Portions have so terminated or of such Defaulting Lender, as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless the case may be (such Lender has theretofore taken steps in each case being herein referred to remove or cureas the "REPLACEABLE LENDER"), and has removed or cured, to purchase the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Notes issued to the Administrative Agents (such bank being herein called Replaceable Lender at a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of such Notes and the Notes payable to such Lender plus Replaceable Lender's share of any accrued but and unpaid interest on such Notes plus accrued and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary fees owed to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Replaceable Lender, and thereupon if any Lender or Lenders (each an "ASSUMING LENDER") in their sole discretion agree so to assume in full the Commitments of the Replaceable Lender (provided only one Assuming Lender shall assume the Swing Line Commitment, if relevant), and after payment by the Borrower to the Replaceable Lender of all amounts due under this Agreement to such Lender (including any amount specified as due in a certificate submitted under Section 1.3(f), 2.7 or 2.8 hereof) not so paid by the Assuming Lender, then such assumption shall take place in the manner set forth in subsection (b) below. In the event no Lender or Lenders agrees to assume in full the Commitments of the Replaceable Lender, then the Borrower may nominate one or more Lenders not then party to this Agreement so to assume in full the Commitments of the Replaceable Lender, and if such nominated Lender or Lenders are acceptable to the Agent and Required Lenders (excluding the Replaceable Lender), such assumption shall take place in the manner set forth in subsection (b) below and each such Lender or Lenders shall become a Lender hereunder (each a "NEW LENDER") and the Replaceable Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightshereunder.

Appears in 1 contract

Samples: Credit Agreement (Morton Industrial Group Inc)

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Replacement of Lender. If (x) the Borrower is obligated to pay to any Lender any amount under Section 3.6 or Section 3.10, the Borrower shall have the right within 90 days thereafter, (y) any Lender shall be a Defaulting Lender, the Borrower shall have the right at any time during which such Lender shall remain a Defaulting Lender, or (z) any Lender shall have not consented to an Extension Request, the Borrower shall have the right at any time on the relevant Extension Date, in each case in accordance with the requirements of Section 11.7(b) and only if no Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”); provided that (i) at the Borrower becomes obligated time of any replacement pursuant to pay additional amounts to any this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 3.0311.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment and the outstanding Loans of the Replaced Lender and, 3.04 in connection therewith, shall pay the following: (a) to the Replaced Lender, an amount equal to the sum of (A) the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Replaced Lender and (B) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, and (b) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution and delivery of the respective Assignment and Assumptions and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of this Section 3.13, the second sentence of Section 13.07 or (iii) Replacement Lender shall become a Lender invokes hereunder and the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Replaced Lender shall cease to the Administrative Agents (such bank being herein called constitute a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse except with respect to or warranty (other than title) by, or expense to, such Lender for a purchase price equal indemnification provisions under this Agreement that are intended to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans which may be applicable to any such Replaced Lender prior to the date of its replacement. Solely for the purpose of calculating break funding payments under Section 3.5, and the Replacement assignment by any Replaced Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto pursuant to clause (x) or (z) of this Section 3.13 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsEurodollar Advance.

Appears in 1 contract

Samples: Day Credit Agreement (CVS HEALTH Corp)

Replacement of Lender. If at any time (ia) the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.03described in Sections 2.14, 3.04 2.15 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) 2.16 as a result of any condition described in such Sections which is not generally applicable or any Lender ceases to all Lendersmake Eurodollar Rate Loans pursuant to Section 2.14, thenany Lender becomes insolvent and its assets become subject to a receiver, unless liquidator, trustee, custodian, or other Person having similar powers, (b) any Lender becomes a "Nonconsenting Lender" (as defined below in this Section 2.18) or (c) any Lender becomes a "Defaulting Lender", then either the Agent or the Borrower may, on ten (10) Business Days' prior written notice to the Agent and such Lender, replace such Lender has theretofore taken steps by causing such Lender to remove or cure, (and has removed or cured, the conditions creating the cause for such obligation Lender shall) assign pursuant to pay such additional amounts, within fifteen (15) days Section 15.1 all of being on notification of such condition, (ii) its rights and obligations under this Agreement to a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, other Eligible Assignee selected by the Borrower may designate another bank which is reasonably and acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender Agent for a purchase price equal to the outstanding principal amount of such Lender's Advances and all accrued interest and fees and other amounts payable hereunder; provided that (i) the Notes payable Borrower shall have no right to replace the Agent, (ii) neither the Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 2.18, in order for the Borrower or the Agent to be entitled to replace such a Lender, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Borrower and the Agent of its failure to agree to any requested consent, waiver, or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the Sections described in clause (a) of this Section 2.18, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 2.18, the Borrower shall pay such additional amounts to such Lender plus prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Borrower or the Agent has requested the Lenders to consent to a departure or waiver of any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other feesprovisions of the Loan Documents or to agree to any amendment thereto, expense reimbursements and indemnities (y) the consent, waiver, or amendment in respect question requires the agreement of that Lender's Commitments. Such Lender shall consummate such sale all Lenders in accordance with the terms of Section 16.1 and (z) Lenders whose Pro-Rata Shares aggregate 66 2-3% or more of the Commitments have agreed to such terms (andconsent, if waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a "Nonconsenting Lender." The Borrower's and the Agent's right to replace a Defaulting Lender is an Issuing Bankpursuant to this Section 2.18 is, such and shall be, in addition to, and not in lieu of, all other terms as may be necessary rights and remedies available to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon or the Agent (as the case may be) against such Defaulting Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of under this Agreement, survive the termination of this Agreement and the repayment of the Notes)at law, and the Replacement Lender shall succeed to such obligations and rightsin equity, or by statute.

Appears in 1 contract

Samples: Loan and Security Agreement (Texas New Mexico & Oklahoma Coaches Inc)

Replacement of Lender. If (i) the Borrower becomes obligated to pay additional amounts to any Lender receives a notice pursuant to Section 3.03subsection 2.7A, 3.04 2.7C or 4.01(f) 3.6 or a notice from any applicable Gaming Authority that a Lender is no longer qualified or suitable to make Loans to Borrower under the applicable Gaming Laws (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless and such Lender has theretofore taken steps is notified by Borrower and Administrative Agent in writing of such disqualification), Borrower shall have the right, if no Potential Event of Default or Event of Default then exists, to remove replace such Lender (a "Replaced Lender") with one or cure, and has removed or curedmore Eligible Assignees (collectively, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") acceptable to purchase for cash Administrative Agent; provided that (i) at the time of any replacement pursuant to this subsection -------- 2.8B, the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Notes outstanding Loans and Commitments of, and in each case participations in Letters of such Credit by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of all outstanding Loans of the Replaced Lender and (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, and (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's rights hereunderPro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including, without recourse limitation, all such amounts, if any, owing under subsection 2.6D) of Borrower owing to or warranty the Replaced Lender (other than titlethose specifically described in clause (i) byabove in respect of which the assignment purchase price has been, or expense tois concurrently being, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable paid), shall be paid in full to such Replaced Lender plus any concurrently with such replacement. All accrued but unpaid interest on such Notes interest, commitment fees and accrued but unpaid commitment letter of credit fees and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such amounts payable to the Replaced Lender shall consummate such sale be paid in accordance with such the terms set forth in the respective Assignment Agreement. Upon the execution and delivery of the respective Assignment Agreements, the payment of amounts referred to in clauses (andi) and (ii) above and delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be become a party hereto or have any obligations or rights Lender hereunder (and the Replaced Lender shall cease to constitute a Lender hereunder except rights which, pursuant with respect to indemnification and confidentiality provisions under this Agreement which by the provisions terms of this Agreement, Agreement survive the termination of this Agreement Agreement, which indemnification and confidentiality provisions shall survive as to such Replaced Lender. Notwithstanding anything to the repayment contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the Notes)furnishing of a Letter of Credit in form and substance, and the Replacement Lender shall succeed issued by an issuer, satisfactory to such obligations Issuing Lender or the furnishing of cash collateral in amounts and rightspursuant to arrangements satisfactory to such Issuing Lender or the cancellation and return of such outstanding Letter of Credit) have been made with respect to such outstanding Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Grand Palais Riverboat Inc)

Replacement of Lender. If the Borrower is obligated to pay to any Lender any amount under Section 3.6 or 3.10, the Borrower shall have the right within 90 days thereafter, in accordance with the requirements of Section 11.7(b), if no Default or Event of Default shall exist, to replace such Lender (the "REPLACED LENDER") with one or more other assignees (each a "REPLACEMENT LENDER"), PROVIDED that (i) at the Borrower becomes obligated time of any replacement pursuant to pay additional amounts to any this Section, the Replacement Lender shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 3.0311.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment and the outstanding Loans of the Replaced Lender and, 3.04 in connection therewith, shall pay the following: (a) to the Replaced 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 Replaced Lender and (B) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender and (b) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of this Section 3.12, the second sentence of Section 13.07 or (iii) Replacement Lender shall become a Lender invokes hereunder and the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Replaced Lender shall cease to the Administrative Agents (such bank being herein called constitute a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse except with respect to or warranty (other than title) by, or expense to, such Lender for a purchase price equal indemnification provisions under this Agreement that are intended to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement the Commitments and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsLoans.

Appears in 1 contract

Samples: Day Credit Agreement (CVS Corp)

Replacement of Lender. If (ia) In the Borrower becomes obligated event that the Company receives from a Lender a certificate requesting an amount be paid to pay additional amounts to any Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps under Section 12.3, 12.4 or 12.5 hereof and the Required Lenders have not similarly made requests for payment arising out of the same circumstances, then the Company may request other Lenders hereunder to remove or cureassume in full the Revolving Credit Commitment and Term Credit Commitment then in effect of the Lender requesting such amount be paid (such Lender in each case being herein referred to as the "REPLACEABLE LENDER"), and has removed or cured, to purchase the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Notes issued to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Replaceable Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for its participation in the L/C Obligations at a purchase price equal to the outstanding principal amount of such Notes and such participation and the Notes payable to such Lender plus Replaceable Lender's share of any accrued but and unpaid interest on such Notes and participation plus accrued but and unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary fees owed to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Replaceable Lender, and thereupon if any Lender or Lenders in their sole discretion agree so to assume in full the Revolving Credit Commitment and Term Credit Commitment of the Replaceable Lender (each an "ASSUMING LENDER"), and after payment by the Borrowers to the Replaceable Lender of all amounts due under this Agreement to such Lender (including any amount specified as due in a certificate submitted under Section 12.3, 12.4 or 12.5 hereof) not so paid by the Assuming Lender, then such assumption shall take place in the manner set forth in subsection (b) below. In the event no Lender or Lenders agrees to assume in full the Revolving Credit Commitment and Term Credit Commitment of the Replaceable Lender, then the Company (which is acting on behalf of the Borrowers pursuant to Section 1.7 hereof) may nominate one or more banks or other financial institutions not then party to this Agreement so to assume in full the Revolving Credit Commitment and Term Credit Commitment of the Replaceable Lender, and if such nominated banks or other financial institutions are acceptable to the Administrative Agent and the Required Lenders in their sole discretion (excluding the Replaceable Lender), such assumption shall take place in the manner set forth in subsection (b) below and each such bank or other financial institution shall become a Lender hereunder (each a "NEW LENDER") and the Replaceable Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightshereunder.

Appears in 1 contract

Samples: Credit Agreement (Platinum Entertainment Inc)

Replacement of Lender. If The Borrowers shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 5.01 or 5.03, (b) fails to vote in favor of any measure requiring the affirmative vote of one hundred percent (100%) of the Lenders or (c) is a Defaulting Lender, with a replacement financial institution; provided that (i) the Borrower becomes obligated to pay additional amounts to such replacement does not conflict with any Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Governmental Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses no Event of Default shall have occurred and be continuing at the time of such replacement that has not been waived in writing to give its written consent to any amendment which requires accordance with the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or terms hereof, (iii) a prior to any such replacement, such Lender invokes shall have taken no action under Section 5.04 so as to eliminate the continued need for payment of amounts owing pursuant to Section 5.01 or 5.03(a), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrowers shall be liable to such replaced Lender under Section 5.02 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution shall be reasonably satisfactory to the Administrative Agent and the Issuing Lender, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 4.02(e12.04 (provided that the Borrowers shall be obligated to pay the registration and processing fee referred to therein), in each case(viii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section 5.01 or 5.03(a), as the case may designate another bank which is reasonably acceptable be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrowers, the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to Agent or warranty (any other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such have against the replaced Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rights.

Appears in 1 contract

Samples: Credit Agreement (Hornbeck Offshore Services Inc /La)

Replacement of Lender. If (x) the Borrower is obligated to pay to any Lender any amount under Section 3.6 or Section 3.10, the Borrower shall have the right within 90 days thereafter, (y) any Lender shall be a Defaulting Lender, the Borrower shall have the right at any time during which such Lender shall remain a Defaulting Lender, or (z) any Lender shall have not consented to an Extension Request, the Borrower shall have the right at any time on the relevant Extension Date, in each case in accordance with the requirements of Section 11.7(b) and only if no Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”); provided that (i) at the Borrower becomes obligated time of any replacement pursuant to pay additional amounts to any this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 3.0311.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment, 3.04 the outstanding Loans, the Swing Line Exposure and the Letter of Credit Exposure of the Replaced Lender and, in connection therewith, shall pay the following: (a) to the Replaced 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 and Swing Line Participation Amounts of the Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, (b) to each Issuer, an amount equal to such Replaced Lender’s Commitment Percentage of all drawings on Letters of Credit issued by such Issuer (which at such time remain unpaid drawings) to the extent such amount was not funded by such Replaced Lender, (c) to the Swing Line Lender, an amount equal to such Replaced Lender’s Commitment Percentage of any Mandatory Borrowing to the extent such amount was not funded by such Replaced Lender, and (d) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumptions and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of this Section 3.13, the second sentence of Section 13.07 or (iii) Replacement Lender shall become a Lender invokes hereunder and the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Replaced Lender shall cease to the Administrative Agents (such bank being herein called constitute a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse except with respect to or warranty (other than title) by, or expense to, such Lender for a purchase price equal indemnification provisions CVS Health Corporation 2018 Five Year Credit Agreement under this Agreement that are intended to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans which may be applicable to any such Replaced Lender prior to the date of its replacement. Solely for the purpose of calculating break funding payments under Section 3.5, and the Replacement assignment by any Replaced Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto pursuant to clause (x) or (z) of this Section 3.13 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsEurodollar Advance.

Appears in 1 contract

Samples: Five Year Credit Agreement (CVS HEALTH Corp)

Replacement of Lender. If The Borrower shall be permitted --------------------- to replace (with one or more replacement Lenders) any Lender which requests reimbursement for amounts owing pursuant to Sections 4.3, 4.6 or 4.7 or becomes ------------ --- --- subject to the provisions of Section 4.1; provided that (i) such replacement ----------- -------- does not conflict with any law, treaty, rule or regulation or determination of an arbitrator or a court or other governmental authority, in each case applicable to the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps or to remove which the Borrower or cure, and has removed such Lender or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days any of being on notification of such conditiontheir respective property is subject, (ii) a Lender refuses in writing to give its written consent to any amendment which requires no Default or Event of Default shall have occurred and be continuing at the consent time of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or such replacement, (iii) a the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender invokes prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 4.5 if any LIBO Rate Loan owing ----------- to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement Lender shall be an Eligible Assignee reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 4.02(e10.11.1 (provided that the Borrower or --------------- replacement Lender shall be obligated to pay the registration and processing fee), in each case(vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 4.1, 4.3, 4.6 or 4.7, as the case may designate another bank be, and (viii) any ------- --- --- --- --- such replacement shall not be deemed to be a waiver of any rights which is reasonably acceptable to the Borrower, the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to Agent or warranty (any other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such have against the replaced Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rights.

Appears in 1 contract

Samples: Credit Agreement (Edison Mission Energy)

Replacement of Lender. If (i) any Lender requests compensation under Section 2.12, or if the Borrower becomes obligated is required to pay any additional amounts amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.032.14, 3.04 or 4.01(fif any Lender is a Defaulting Lender, or if any Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense (including the processing and recording fee contemplated by Section 9.4(2)) and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (other than in accordance with respect and subject to the restrictions contained in Section 9.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be, another Lender, if a LIBO Rate Reserve RequirementLender accepts such assignment); provided that (a) as a result of any condition described in if such Sections which assignee is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or curedotherwise a Lender, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has Borrower shall have received the prior written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents Agent and the Issuing Bank, which consent shall not unreasonably be withheld, (such bank being herein called a "Replacement Lender"b) to purchase for cash all of the Notes of such Lender and all shall have received payment of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price an amount equal to the outstanding principal amount of the Notes its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such Lender plus any accrued but unpaid interest on such Notes outstanding principal and accrued but unpaid commitment interest and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date or the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to in the provisions case of this Agreement, survive the termination of this Agreement and the repayment of the Notesall other amounts), and (c) in the Replacement case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments. A Lender shall succeed not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In connection with any assignment by a Defaulting Lender pursuant to this Section 2.17(2) the Borrower shall not be required to pay to such obligations and rightsDefaulting Lender any amount otherwise required pursuant to Section 2.13.

Appears in 1 contract

Samples: Credit Agreement (Tahoe Resources Inc.)

Replacement of Lender. If (a) In the event that (i) the Borrower becomes obligated to pay additional amounts to any Lender requests compensation pursuant to Section 3.03, 3.04 12.2 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition12.4, (ii) a the obligation of any Lender refuses to make or continue its proportionate interest in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received Loans or the written consent of at least the Requisite Lenders Commitments is terminated pursuant to clause (ii) of the second sentence of Section 13.07 or 12.1, (iii) the obligation of any Lender to make or continue LIBOR Rate Advances shall be suspended pursuant to Section 12.3, or (iv) any Lender becomes insolvent or fails to make any Advance in response to a Lender invokes request for borrowing by the provisions Borrower where the Majority Lenders have made the respective Advances to be made by them in response to such request, then, so long as such condition exists and no Event of Section 4.02(e), in each caseDefault has occurred and is continuing, the Borrower may either (x) designate another bank which is reasonably acceptable to the Administrative Agents financial institution (such bank financial institution being herein called a "Replacement Lender") acceptable to the Agent (which acceptance shall not be unreasonably withheld) and which is not an Affiliate of the Borrower, to assume such Lender's Commitment hereunder and to purchase for cash all of the Notes Advances of such Lender and all of such Lender's rights hereunderunder this Agreement and the Notes and any other Security Documents held by such Lender, all without recourse to or representation or warranty (other than title) by, or expense to, such Lender original Lender, for a purchase price equal to the outstanding principal amount of the Notes Advances payable to such Lender plus any accrued but unpaid interest on such Notes Advances and accrued but unpaid commitment fees owing to such Lender under this Agreement, and other feesupon such assumption, expense reimbursements purchase and indemnities in respect substitution, and subject to the execution and delivery to the Agent by the Replacement Lender of that Lender's Commitments. Such documentation satisfactory to the Agent (pursuant to which such Replacement Lender shall consummate assume the obligations of such sale in accordance with original Lender under this Agreement), the Replacement Lender shall succeed to the rights and obligations of such terms original Lender hereunder, or (and, if y) pay to such Lender is an Issuing Bank, the outstanding principal amount of the Advances and accrued but unpaid interest on such other terms as may be necessary Advances and accrued but unpaid fees owing to compensate fully such Lender) within a reasonable time not exceeding 60 days from Lender under this Agreement. In the date event that the Borrower designated a Replacement Lenderexercises its rights under the preceding sentence, and thereupon the Lender against which such Lender rights were exercised shall no longer be a party hereto or have any rights or obligations or hereunder. If the Borrower exercises its rights hereunder under clause (except rights whichy) above against any Lender, pursuant then the outstanding Advances and the Commitments shall be reduced to the provisions extent of this Agreement, survive such Lender's pro rata share of the termination of this Agreement Advances and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsCommitments.

Appears in 1 contract

Samples: Credit Agreement (NRG Generating U S Inc)

Replacement of Lender. If (ia) the Borrower becomes obligated to pay receives notice from any Lender requesting increased costs or additional amounts to under Section 4.3 or 4.6, (b) any Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition is affected in the manner described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove Section 4.1 or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (iic) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) becomes a Lender invokes the provisions of Section 4.02(e)Defaulting Lender, then in each case, the Borrower shall have the right, so long as no Event of Default shall have occurred and be continuing and unless, in the case of clause (a) above, such Lender has removed or cured the conditions which resulted in the obligation to pay such increased costs or additional amounts or agreed to waive and otherwise forego any right it may designate another bank which is reasonably acceptable have to any payments provided for under Section 4.3 or 4.6 in respect of such conditions, to replace in its entirety such Lender (the "Replaced Lender"), upon prior written notice to the Administrative Agents Agent and such Replaced Lender, with one or more other Eligible Assignee(s) (such bank being herein called a collectively, the "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal acceptable to the outstanding principal amount Administrative Agent and the Issuer (which acceptance, in each case, shall not be unreasonably withheld); provided, however, that, at the time of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, replacement pursuant to this Section 4.4, the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), Replaced Lender and the Replacement Lender shall succeed enter into (each Replaced Lender hereby unconditionally agreeing to enter into) one or more Lender Assignment Agreements (appropriately completed), pursuant to which (A) the Replacement Lender shall acquire all of the Commitments and outstanding Revolving Loans of, and participations in Letter of Credit Outstandings of, the Replaced Lender and, in connection therewith, shall pay (x) to the Replaced Lender in respect thereof an amount equal to the sum of (1) an amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Replaced Lender and (2) an amount equal to all accrued but theretofore unpaid fees owing to the Replaced Lender pursuant to Section 3.3 and (y) to the Issuer, an amount equal to any portion of the Replaced Lender's funding of an unpaid drawing under a Letter of Credit as to which the Replaced Lender is then in default; and (B) the Borrower shall pay to the Replaced Lender any other amounts payable to the Replaced Lender under this Agreement (including amounts payable under Sections 4.3, 4.5 and 4.6 which have accrued to the date of such replacement). Upon the execution of the Lender Assignment Agreement(s), the payment to the Administrative Agent of the processing fee referred to in clause (a) of Section 10.9.1, the payment of the amounts referred to in the preceding sentence and, if so requested by the Replacement Lender in accordance with clause (b) of Section 10.9.1, delivery to the Replacement Lender of a Revolving Note executed by the Borrower, the Replacement Lender shall automatically become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such obligations Replaced Lender. It is understood and rightsagreed that if any Replaced Lender shall fail to enter into a Lender Assignment Agreement in accordance with the foregoing, it shall be deemed to have entered into such a Lender Assignment Agreement.

Appears in 1 contract

Samples: Credit Agreement (Strategic Hotel Capital Inc)

Replacement of Lender. If the Borrower is obligated to pay to any Lender any amount under Section 3.6 or 3.10, the Borrower shall have the right within 90 days thereafter, in accordance with the requirements of Section 11.7(b), if no Default or Event of Default shall exist, to replace such Lender (the "REPLACED LENDER") with one or more other assignees (each a "REPLACEMENT LENDER"), PROVIDED that (i) at the Borrower becomes obligated time of any replacement pursuant to pay additional amounts to any this Section, the Replacement Lender shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 3.0311.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment and the outstanding Loans of the Replaced Lender and, 3.04 in connection therewith, shall pay the following: (a) to the Replaced 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 Replaced Lender and (B) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender and (b) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of this Section 3.13, the second sentence of Section 13.07 or (iii) Replacement Lender shall become a Lender invokes hereunder and the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Replaced Lender shall cease to the Administrative Agents (such bank being herein called constitute a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse except with respect to or warranty (other than title) by, or expense to, such Lender for a purchase price equal indemnification provisions under this Agreement that are intended to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement the Commitments and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsLoans.

Appears in 1 contract

Samples: Bridge Facility Credit Agreement (CVS Corp)

Replacement of Lender. If Within forty-five days after: (i) receipt by the Borrower becomes obligated to pay additional amounts to of written notice and demand from (A) any Lender pursuant (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6 or (B) any SPV or participant (an “Affected SPV/Participant”) for payment of additional costs as provided in Section 9.9(f), unless the option or participation of such Affected SPV/Participant shall have been terminated prior to Section 3.03, 3.04 the exercise by the Borrower of its rights hereunder; or 4.01(f(ii) any Lender constituting a Non-Funding Lender; or (iii) any failure by any Lender (other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders (without giving effect to the requirements that there be at least two Lenders) have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly affected thereby, as applicable) is required with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or curedthereto, the conditions creating Borrower may, at its option, notify (A) in the cause for such obligation to pay such additional amounts, within fifteen case of clause (15) days of being on notification of such conditioni)(A), (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) above, Agent and such Affected Lender (or such non-consenting Lender or such Non-Funding Lender (so long as such Person still constitutes a Non-Funding Lender invokes at such time), as applicable) of the provisions Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender (or such Non-Funding Lender or non-consenting Lender), or (B) in the case of Section 4.02(e)clause (i)(B) above, Agent, such Affected SPV/Participant, if known, and the applicable Lender (such Lender, a “Participating Lender”) that (1) granted to such Affected SPV/Participant the option to make all or any part of any Loan that such Participating Lender would otherwise be required to make hereunder or (2) sold to such Affected SPV/Participant a participation in or to all or a portion of its rights and obligations under the Loan Documents, of the Borrower’s intention to obtain, at the Borrower’s expense, a Replacement Lender for such Participating Lender, in each case, which Replacement Lender shall be reasonably satisfactory to Agent. In the event the Borrower obtains a Replacement Lender within forty-five (45) days following notice of its intention to do so, the Affected Lender (or such Non-Funding Lender or non-consenting Lender) or Participating Lender, as the case may designate another bank which is reasonably acceptable be, shall sell and assign its Loans and Commitments to the Administrative Agents (such bank being herein called a "Replacement Lender") , at par, provided that the Borrower has reimbursed such Affected Lender or Affected SPV/Participant, as applicable, for its increased costs for which it is entitled to purchase for cash all of reimbursement under this Agreement through the Notes date of such sale and assignment, and in the case of a Participating Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated being replaced by a Replacement Lender, (x) all right, title and thereupon interest in and to the Obligations and Commitments so assigned to the Replacement Lender shall be assigned free and clear of all Liens or other claims (including pursuant to the underlying option or participation granted or sold to the Affected SPV/Participant, but without affecting any rights, if any, of the Affected SPV/Participant to the proceeds constituting the purchase price thereof) of the Affected SPV/Participant, and (y) to the extent required by the underlying option or participation documentation, such Participating Lender shall apply all or a portion of the proceeds received by it as a result of such assignment, as applicable, to terminate in full the option or participation of such Affected SPV/Participant. In the event that a replaced Xxxxxx does not execute an Assignment pursuant to Section 9.9 within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Lender of an Assignment evidencing an assignment pursuant to this Section 9.22, the Borrower shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Lender, and any such Assignment so executed by the Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 9.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non- Funding Lender or Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Xxxxxx’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer be constitute a party hereto or have “Lender” for purposes hereof; provided, any obligations or rights of such replaced Xxxxxx to indemnification hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightssurvive.

Appears in 1 contract

Samples: Credit Agreement (R1 RCM Inc. /DE)

Replacement of Lender. If the Borrower is obligated to pay to any Lender any amount under Section 3.6 or Section 3.10, the Borrower shall have the right within 90 days thereafter, in accordance with the requirements of Section 11.7(b), if no Default or Event of Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more other assignees (each a “Replacement Lender”), provided that (i) at the Borrower becomes obligated time of any replacement pursuant to pay additional amounts to any this Section, the Replacement Lender shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 3.0311.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment (if any) and the outstanding Loans of the Replaced Lender and, 3.04 in connection therewith, shall pay the following: (a) to the Replaced 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 Replaced Lender and (B) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender and (b) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of this Section 3.13, the second sentence of Section 13.07 or (iii) Replacement Lender shall become a Lender invokes hereunder and the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Replaced Lender shall cease to the Administrative Agents (such bank being herein called constitute a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse except with respect to or warranty (other than title) by, or expense to, such Lender for a purchase price equal indemnification provisions under this Agreement that are intended to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement the Commitments and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsLoans.

Appears in 1 contract

Samples: Bridge Credit Agreement (CVS/Caremark Corp)

Replacement of Lender. If (ix) the Borrower becomes is obligated to pay additional amounts to any Lender pursuant to any amount under Section 3.03, 3.04 3.06 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case3.10, the Borrower may designate another bank shall have the right within 90 days thereafter or (y) any Lender shall be a Defaulting Lender, the Borrower shall have the right at any time during which is such Lender shall remain a Defaulting Lender, in accordance with the requirements of Section 10.07(b) and only if no Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”), reasonably acceptable to the Administrative Agents Agent, provided, that (such bank being herein called a "i) at the time of any replacement pursuant to this Section 3.12, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 10.07(b) (with the processing and recordation fee referred to in Section 10.07(b) payable pursuant to said Section 10.07(b) to be paid by the Replacement Lender") pursuant to which the Replacement Lender shall acquire the Commitment and the outstanding Loans of the Replaced Lender and, in connection therewith, shall pay the following: (a) to purchase for cash the Replaced 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 Notes of such Replaced Lender and (B) an amount equal to all of accrued, but unpaid, fees owing to the Replaced Lender and (b) to the Administrative Agent an amount equal to all amounts owed by such Lender's rights hereunderReplaced Lender to the Administrative Agent under this Agreement, including, without recourse limitation, an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.01 and which has not been repaid to the Administrative Agent by such Replaced Lender or warranty the Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than titlethose specifically described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution and delivery of the respective Assignment and Assumptions and the payment of amounts referred to in clauses (i) and (ii) of this Section 3.12, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights hereunder (Lender hereunder, except rights which, pursuant with respect to the indemnification provisions of under this Agreement, Agreement that are intended to survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans which may be applicable to any such Replaced Lender prior to the date of its replacement. Solely for the purpose of calculating break funding payments under Section 3.05, and the Replacement assignment by any Replaced Lender of any Term SOFR Loan prior to the last day of the Interest Period applicable thereto pursuant to clause (x) of this Section 3.12 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsTerm SOFR Loan.

Appears in 1 contract

Samples: Day Term Loan Agreement (CVS HEALTH Corp)

Replacement of Lender. If any Lender (ian "Affected Lender") (a) makes demand upon the Borrower becomes obligated for (or if the Borrower is otherwise required to pay additional pay) amounts to any Lender pursuant to Section 3.03Sections 5.7 or 5.8, 3.04 (b) is unable to make or 4.01(f) (other than with respect to a LIBO maintain Eurocurrency Rate Reserve Requirement) Loans as a result of any a condition described in such Sections which is not generally applicable Section 5.6 or (c) defaults in its obligation to all Lenders, then, unless such Lender has theretofore taken steps to remove make Revolving Credit Loans in accordance with the terms of this Credit Agreement or cure, and has removed or curedpurchase any Letter of Credit Participation, the conditions creating Borrower may, so long as no Default or Event of Default has occurred and is then continuing, within one hundred eighty (180) days of receipt of such demand, notice (or the cause for occurrence of such obligation other event causing the Borrower to be required to pay such additional amountscompensation or causing Section 5.6 to be applicable), within fifteen or default, as the case may be, by notice (15a "Replacement Notice") days of being on notification of in writing to the Administrative Agent and such condition, Affected Lender (i) request the Affected Lender to cooperate with the Borrower in obtaining a replacement Lender satisfactory to the Administrative Agent and the Borrower (the "Replacement Lender"); (ii) a Lender refuses in writing request the non-Affected Lenders to give its written consent to any amendment which requires the consent of acquire and assume all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence Affected Lender's Revolving Credit Loans and Commitment as provided herein, but none of Section 13.07 such Lenders shall be under an obligation to do so; or (iii) designate a Replacement Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to approved by the Administrative Agents (Agent, such bank being herein called a "approval not to be unreasonably withheld or delayed. If any satisfactory Replacement Lender") Lender shall be obtained, and/or if any one or more of the non-Affected Lenders shall agree to purchase for cash acquire and assume all of the Notes of such Lender and all of such Affected Lender's rights hereunderRevolving Credit Loans and Commitment, without recourse to or warranty (other than title) by, or expense to, then such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Affected Lender shall consummate such sale assign, in accordance with such terms (andSection 15, if such Lender is an Issuing Bankall of its Commitment, such Revolving Credit Loans, Letter of Credit Participations, Revolving Credit Notes and other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, rights and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of under this Agreement, survive the termination of this Credit Agreement and the repayment of the Notes), and the all other Loan Documents to such Replacement Lender shall succeed to such obligations and rights.or non-Affected Lenders, as the case may be, in exchange for payment of

Appears in 1 contract

Samples: Multicurrency Revolving Credit Agreement (Lexmark International Inc /Ky/)

Replacement of Lender. If (ix) the Borrower becomes is obligated to pay additional amounts to any Lender pursuant to any amount under Section 3.033.6 or Section 3.10, 3.04 or 4.01(fthe Borrower shall have the right within 90 days thereafter, (y) (other than with respect to any Lender shall be a LIBO Rate Reserve Requirement) as a result of Defaulting Lender, the Borrower shall have the right at any condition described in such Sections time during which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps shall remain a Defaulting Lender, or (z) any Lender shall have not consented to remove or cure, and has removed or curedan Extension Request, the conditions creating Borrower shall have the cause for such obligation to pay such additional amounts, within fifteen (15) days of being right at any time on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e)relevant Extension Date, in each casecase in accordance with the requirements of Section 11.7(b) and only if no Default or Event of Default shall exist, to replace such Lender (the Borrower may designate another bank which is “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”), reasonably acceptable to the Administrative Agents Agent, the Swing Line Lender and the Issuer, provided that (such bank being herein called a "i) at the time of any replacement pursuant to this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 11.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender") pursuant to which the Replacement Lender shall acquire the Commitment, the outstanding Loans, the Swing Line Exposure and the Letter of Credit Exposure of the Replaced Lender and, in connection therewith, shall pay the following: (a) to purchase for cash the Replaced Lender, an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans and Swing Line Participation Amounts of the Notes Replaced Lender, (B) an amount equal to all drawings on all Letters CVS Caremark Credit Agreement of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, (b) to the Issuer, an amount equal to such Replaced Lender’s Commitment Percentage of all drawings (which at such time remain unpaid drawings) to the extent such amount was not funded by such Replaced Lender, (c) to the Swing Line Lender, an amount equal to such Replaced Lender’s Commitment Percentage of any Mandatory Borrowing to the extent such amount was not funded by such Replaced Lender, and (d) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Lender's rights hereunderReplaced Lender or the Borrower, without recourse and (ii) all obligations of the Borrower owing to or warranty the Replaced Lender (other than titlethose specifically described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to in clauses (i) and (ii) of this Section 3.13, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights hereunder (Lender hereunder, except rights which, pursuant with respect to the indemnification provisions of under this Agreement, Agreement that are intended to survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans. Solely for the purpose of calculating break funding payments under Section 3.5, and the Replacement assignment by any Replaced Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto pursuant to clause (x) or (z) of this Section 3.13 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsEurodollar Advance.

Appears in 1 contract

Samples: Credit Agreement (CVS Caremark Corp)

Replacement of Lender. If Company receives a notice of amounts due pursuant to subsection 2.7A or subsection 2.7C from a Lender, a Lender defaults in its obligations hereunder, a Lender refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or a Lender becomes an Affected Lender (any such Lender, a "SUBJECT LENDER"), so long as (i) no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Borrower becomes obligated to pay additional amounts to any Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of the Subject Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such conditionhereunder, (ii) a such Lender refuses in writing to give its written consent is not an Issuing Lender with respect to any amendment which requires the consent Letters of Credit outstanding (unless all Lenders which amendment has received the written consent such Letters of at least the Requisite Lenders pursuant Credit are terminated or arrangements acceptable to clause such Issuing Lender (iisuch as a "back-to-back" letter of credit) of the second sentence of Section 13.07 or are made) and (iii) a the Subject Lender invokes is unwilling to withdraw the provisions of Section 4.02(e)notice delivered to Company pursuant to subsections 2.7A or 2.7C, in each caseis unwilling to remedy its default and/or is no longer an Affected Lender, the Borrower may designate another bank which is reasonably acceptable upon 10 days prior written notice to the Subject Lender and Administrative Agents (such bank being herein called a "Replacement Lender") Agent, Company may require the Subject Lender to purchase for cash assign all of the Notes of such Lender its Loans and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable Commitments to such other Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, Eligible Assignee pursuant to the provisions of this Agreementsubsection 10.1B; provided that, survive prior to or concurrently with such replacement (i) Company has paid to the termination Lender giving such notice all amounts under subsections 2.6D and 2.7 (if applicable) through such date of this replacement, (ii) Company or the applicable assignee have paid to Agent the processing fee required to be paid by subsection 10.1B(i) and (iii) all of the requirements for such assignment contained in subsection 10.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and the repayment of the Notes)other supporting documents, and the Replacement Lender shall succeed to such obligations and rightshave been fulfilled.

Appears in 1 contract

Samples: Credit Agreement (Precision Engine Products Corp)

Replacement of Lender. If If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by the first proviso to subsection 10.6A, the consent of the Requisite Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Company shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Persons satisfying the requirements of the definition of Eligible Assignee (each such Person being a "REPLACEMENT LENDER") so long as at the time of such replacement each outstanding Loan, Letter of Credit and other Obligation owed to each such Lender being replaced is repaid in full and so long as each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender's Commitments and/or repay in full each outstanding Loan, Letter of Credit and other Obligations owed to such Lender; provided that, unless the Commitments that are terminated, and Loans, Letters of Credit and other Obligations repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Borrower becomes obligated Requisite Lenders (determined after giving effect to pay additional amounts the proposed action) shall specifically consent thereto; provided, further, that in any event Borrowers shall not have the right to any replace a Lender, terminate its Commitments or repay its Loans, Letters of Credit and other Obligations owed to such Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) solely as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification exercise of such condition, Lender's rights (iiand the withholding of any required consent by such Lender) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable proviso to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rights.subsection 10.6A.

Appears in 1 contract

Samples: Priority Secured Credit Agreement (Loews Cineplex Entertainment Corp)

Replacement of Lender. If at any time (ia) the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.03described in subsections 7.5, 3.04 7.6 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) 7.7 as a result of any condition described in such Sections which is not generally applicable subsections or any Lender ceases to all Lendersmake Eurodollar Loans pursuant to subsection 7.5, then(b) any Lender becomes insolvent and its assets become subject to a receiver, unless liquidator, trustee, custodian or other Person having similar powers, (c) any Lender becomes a "Nonconsenting Lender" (as defined below in this subsection 7.9) or (d) any Lender becomes a "Non-Funding Lender", then the Borrower may, on ten (10) Business Days' prior written notice to the Administrative Agent and such Lender, replace such Lender has theretofore taken steps by causing such Lender to remove or cure, (and has removed or cured, the conditions creating the cause for such obligation Lender shall) assign pursuant to pay such additional amounts, within fifteen (15subsection 15.6(c) days all of being on notification of such condition, (ii) its rights and obligations under this Agreement to a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, other entity selected by the Borrower may designate another bank which is reasonably and acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender Agent for a purchase price equal to the outstanding principal amount of such Lender's Loans and all accrued interest and fees and other amounts payable hereunder; provided that (i) the Notes payable Borrower shall have no right to replace the Administrative Agent, (ii) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 7.9, in order for the Borrower to be entitled to replace such a Lender, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Borrower and the Administrative Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the subsections described in clause (a) of this subsection 7.9, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 7.9, the Borrower shall pay such additional amounts to such Lender plus prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other feesprovisions of the Loan Documents or to agree to any amendment thereto, expense reimbursements and indemnities (y) the consent, waiver or amendment in respect question requires the agreement of that Lender's Commitments. Such Lender shall consummate such sale all Lenders in accordance with the terms of subsection 15.1 and (z) the Required Lenders have agreed to such terms (andconsent, if waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a "Nonconsenting Lender." The Borrower's right to replace a Non-Funding Lender is an Issuing Bankpursuant to this subsection 7.9 is, such and shall be, in addition to, and not in lieu of, all other terms as may be necessary rights and remedies available to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon against such Non-Funding Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of under this Agreement, survive the termination of this Agreement and the repayment of the Notes)at law, and the Replacement Lender shall succeed to such obligations and rightsin equity, or by statute.

Appears in 1 contract

Samples: Credit Agreement (Wire Harness Industries Inc)

Replacement of Lender. If (i) In the Borrower becomes obligated to pay additional amounts to any Lender event that Company receives a notice pursuant to Section 3.03subsection 2.6H, 3.04 2.7 or 4.01(f) (other than 2.9G or in the event of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections this Agreement which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least been approved by the Requisite Lenders pursuant as provided in subsection 9.6, Company shall have the right, if no Potential Event of Default or Event of Default then exists, to clause replace such Lender (iia "Replaced Lender") of the second sentence of Section 13.07 with one or --------------- more Eligible Assignees (iii) a Lender invokes the provisions of Section 4.02(e), in each casecollectively, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") acceptable to purchase for cash ------------------ Administrative Agent, provided that (i) at the time of any replacement pursuant -------- to this subsection 2.10, the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 9.1B (and with all fees payable pursuant to such subsection 9.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Notes outstanding Loans and Commitments of, and in each case participations in Letters of such Credit by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof 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 Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender with respect thereto, and (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's rights hereunderPro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including without recourse limitation all such amounts, if any, owing under subsection 2.6E) of Company owing to or warranty the Replaced Lender (other than titlethose specifically described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution of the respective Assignment Agreements, recordation of such assignment in the Register by Agent pursuant to subsection 2.1D, the payment of amounts referred to in clauses (i) and (ii) above and delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights Lender hereunder (except rights which, pursuant with respect to indemnification provisions under this Agreement which by the provisions terms of this Agreement, Agreement survive the termination of this Agreement (including, without limitation, subsections 2.6E, 2.6H, 2.7, 2.8, 2.9G, 2.9H, 4.13, 9.2 and the repayment of the Notes9.3), and the Replacement Lender which indemnification provisions shall succeed survive as to such obligations Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a Standby Letter of Credit in form and rightssubstance, and issued by an issuer, satisfactory to such Issuing Lender or the furnishing of cash collateral in amounts and pursuant to arrangements satisfactory to such Issuing Lender) have been made with respect to such outstanding Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Borg Warner Security Corp)

Replacement of Lender. If at any time (ia) the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.03described in subsections 4.5, 3.04 4.6 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) 4.7 as a result of any condition described in such Sections which is not generally applicable subsections or any Lender ceases to all Lendersmake Eurodollar Loans pursuant to subsection 4.5, then(b) any Lender becomes insolvent and its assets become subject to a receiver, unless liquidator, trustee, custodian or other Person having similar powers, (c) any Lender becomes a "Nonconsenting Lender" (as hereinafter defined) or (d) any Lender becomes a "Non-Funding Lender", then the Borrower may, on ten Business Days' prior written notice to the Agent and such Lender, replace such Lender has theretofore taken steps by causing such Lender to remove or cure, (and has removed or cured, the conditions creating the cause for such obligation Lender shall) assign pursuant to pay such additional amounts, within fifteen (15subsection 12.6(c) days all of being on notification of such condition, (ii) its rights and obligations under this Agreement to a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, other entity selected by the Borrower may designate another bank which is reasonably and acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender Agent for a purchase price equal to the outstanding principal amount of such Lender's Loans and all accrued interest and fees and other amounts payable hereunder (including amounts payable under subsection 4.8 as though such Loans were being paid instead of being purchased); provided that (i) the Notes payable Borrower shall have no right to replace the Agent, (ii) neither the Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such entity, (iii) in the event of a replacement of a Nonconsenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 4.9, in order for the Borrower to be entitled to replace such a Lender, such replacement must take place no later than 180 days after (A) the date the Nonconsenting Lender shall have notified the Borrower and the Agent of its failure to agree to any requested consent, waiver or amendment or (B) the Lender shall have demanded payment of additional amounts under one of the subsections described in clause (a) of this subsection 4.9, as the case may be, and (iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 4.9, the Borrower shall pay such additional amounts to such Lender plus prior to such Lender being replaced and the payment of such additional amounts shall be a condition to the replacement of such Lender. In the event that (x) the Borrower or the Agent has requested the Lenders to consent to a departure or waiver of any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other feesprovisions of the Loan Documents or to agree to any amendment thereto, expense reimbursements and indemnities (y) the consent, waiver or amendment in respect question requires the agreement of that Lender's Commitments. Such Lender shall consummate such sale all Lenders in accordance with such the terms of subsection 12.1 and (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lenderz) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement Required Lenders and the repayment of the Notes), and the Replacement Lender shall succeed Agent have agreed to such obligations and rightsconsent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a "Nonconsenting Lender." The Borrower's right to

Appears in 1 contract

Samples: Credit Agreement (Berg Electronics Corp /De/)

Replacement of Lender. If the Borrower is obligated to pay to any Lender any amount under Section 3.6 or 3.10, the Borrower shall have the right within 90 days thereafter, in accordance with the requirements of Section 11.7(b), if no Default or Event of Default shall exist, to replace such Lender (the “Replaced Lender”) with one or more other assignees (each a “Replacement Lender”), provided that (i) at the Borrower becomes obligated time of any replacement pursuant to pay additional amounts to any this Section, the Replacement Lender shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 3.0311.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment (if any) and the outstanding Loans of the Replaced Lender and, 3.04 in connection therewith, shall pay the following: (a) to the Replaced 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 Replaced Lender and (B) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender and (b) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of this Section 3.13, the second sentence of Section 13.07 or (iii) Replacement Lender shall become a Lender invokes hereunder and the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Replaced Lender shall cease to the Administrative Agents (such bank being herein called constitute a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse except with respect to or warranty (other than title) by, or expense to, such Lender for a purchase price equal indemnification provisions under this Agreement that are intended to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement the Commitments and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsLoans.

Appears in 1 contract

Samples: Bridge Credit Agreement (CVS Corp)

Replacement of Lender. If (i) the Borrower becomes obligated to pay additional amounts to any Lender receives a notice pursuant to Section 3.03subsection 2.7A, 3.04 2.7C or 4.01(f) 3.6 or a notice from any applicable Gaming Authority that a Lender is no longer qualified or suitable to make Loans to Borrower under the applicable Gaming Laws (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless and such Lender has theretofore taken steps is notified by Borrower and Administrative Agent in writing of such disqualification), Borrower shall have the right, if no Potential Event of Default or Event of Default then exists, to remove replace such Lender (a "Replaced Lender") with one or cure, and has removed or curedmore Eligible Assignees (collectively, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") acceptable to purchase for cash Administrative Agent; provided that (i) at the time of any replacement pursuant to this subsection 2.8B, the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Notes outstanding Loans and Commitments of, and in each case participations in Letters of such Credit by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of all outstanding Loans of the Replaced Lender and (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender's rights hereunder, and (y) the appropriate Issuing Lender an amount equal to such Replaced Lender’s Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including, without recourse limitation, all such amounts, if any, owing under subsection 2.6D) of Borrower owing to or warranty the Replaced Lender (other than titlethose specifically described in clause (i) byabove in respect of which the assignment purchase price has been, or expense tois concurrently being, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable paid), shall be paid in full to such Replaced Lender plus any concurrently with such replacement. All accrued but unpaid interest on such Notes interest, commitment fees and accrued but unpaid commitment letter of credit fees and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such amounts payable to the Replaced Lender shall consummate such sale be paid in accordance with such the terms set forth in the respective Assignment Agreement. Upon the execution and delivery of the respective Assignment Agreements, the payment of amounts referred to in clauses (andi) and (ii) above and delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be become a party hereto or have any obligations or rights Lender hereunder (and the Replaced Lender shall cease to constitute a Lender hereunder except rights which, pursuant with respect to indemnification and confidentiality provisions under this Agreement which by the provisions terms of this Agreement, Agreement survive the termination of this Agreement Agreement, which indemnification and confidentiality provisions shall survive as to such Replaced Lender. Notwithstanding anything to the repayment contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the Notes)furnishing of a Letter of Credit in form and substance, and the Replacement Lender shall succeed issued by an issuer, satisfactory to such obligations Issuing Lender or the furnishing of cash collateral in amounts and rightspursuant to arrangements satisfactory to such Issuing Lender or the cancellation and return of such outstanding Letter of Credit) have been made with respect to such outstanding Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Isle of Capri Casinos Inc)

Replacement of Lender. If (ix) the Borrower becomes is obligated to pay additional amounts to any Lender pursuant to any amount under Section 3.033.6 or Section 3.10, 3.04 the Borrower shall have the right within 90 days thereafter, or 4.01(f(y) (other than with respect to any Lender shall be a LIBO Rate Reserve Requirement) as a result of Defaulting Lender, the Borrower shall have the right at any condition described in such Sections time during which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) shall remain a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e)Defaulting Lender, in each casecase in accordance with the requirements of Section 11.7(b) and only if no Default or Event of Default shall exist, to replace such Lender (the Borrower may designate another bank which is “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”), reasonably acceptable to the Administrative Agents Agent, provided that (such bank being herein called a "i) at the time of any replacement pursuant to this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 11.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender") pursuant to which the Replacement Lender shall acquire the Commitment and the outstanding Loans of the Replaced Lender and, in connection therewith, shall pay the following: (a) to purchase for cash the Replaced 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 Notes of Replaced Lender, (B) [reserved], and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, and (b) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Lender's rights hereunderReplaced Lender or the Borrower, without recourse and (ii) all obligations of the Borrower owing to or warranty the Replaced Lender (other than titlethose specifically described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to in clauses (i) and (ii) of this Section 3.13, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights hereunder (Lender hereunder, except rights which, pursuant with respect to the indemnification provisions of under this Agreement, Agreement that are intended to survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans which may be applicable to any such Replaced Lender prior to the date of its replacement. Solely for the purpose of calculating break funding payments under Section 3.5, and the Replacement assignment by any Replaced Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto pursuant to clause (x) or (z) of this Section 3.13 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsEurodollar Advance.

Appears in 1 contract

Samples: Credit Agreement (CVS HEALTH Corp)

Replacement of Lender. If (i) any Lender requests compensation under Section 2.12, (ii) the Borrower becomes obligated is required to pay any additional amounts amount to any Lender or any governmental authority for the account of any Lender pursuant to Section 3.032.15, 3.04 (iii) any Lender defaults in its obligation to fund Advances hereunder, (iv) any Lender becomes a Non-Consenting Lender or 4.01(f(v) (other than with respect any Lender becomes a Declining Lender, then the Borrower may, at its sole expense and effort, upon notice to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps and the Agent, require such Lender to remove or cureassign and delegate, without recourse (in accordance with and has removed or curedsubject to the restrictions contained in Section 8.07), the conditions creating the cause for all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligation to pay such additional amountsobligations (which assignee may be another Lender, within fifteen (15) days of being on notification of such condition, (ii) if a Lender refuses in writing to give its written consent to any amendment which requires accepts such assignment); provided that (A) the consent of all Lenders which amendment has Borrower shall have received the prior written consent of at least the Requisite Lenders pursuant to clause Agent (ii) of the second sentence of Section 13.07 or (iii) and, if a Lender invokes the provisions of Section 4.02(eCommitment is being assigned, each Issuing Bank), which consent, in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents shall not unreasonably be withheld or delayed, (such bank being herein called a "Replacement Lender"B) to purchase for cash all of the Notes of such Lender and all shall have received payment of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price an amount equal to the outstanding principal amount of the Notes its Advances and funded participations in Letter of Credit Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, funded participations and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a material reduction in such compensation or payments, (D) in the case of any such assignment resulting from the status of such Lender plus as a Non-Consenting Lender, such assignment, together with any accrued but unpaid interest on assignments by other Non-Consenting Lenders, will enable the Borrower to obtain sufficient consents to cause the applicable amendment, modification or waiver to become effective and (E) in the case of any such Notes and accrued but unpaid commitment and other feesassignment resulting from the status of such Lender as a Declining Lender, expense reimbursements and indemnities in respect the assignee of that such Declining Lender is a Consenting Lender's Commitments. Such A Lender shall consummate not be required to make any such sale in accordance with such terms (andassignment and delegation if, if prior thereto, as a result of a waiver by such Lender is an Issuing Bankor otherwise, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date circumstances entitling the Borrower designated a Replacement Lender, to require such assignment and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant delegation cease to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsapply.

Appears in 1 contract

Samples: Credit Agreement (Spectra Energy Capital, LLC)

Replacement of Lender. If the Borrower is obligated to pay to any Lender any amount under Section 3.6 or 3.10, the Borrower shall have the right within 90 days thereafter, in accordance with the requirements of Section 11.7(c), if no Default or Event of Default shall exist, to replace such Lender (the "REPLACED LENDER") with one or more other assignees (each a "REPLACEMENT LENDER"), PROVIDED that (i) at the Borrower becomes obligated time of any replacement pursuant to pay additional amounts to any this Section, the Replacement Lender shall enter into one or more Assignment and Acceptance Agreements pursuant to Section 3.0311.7(c) (with the Assignment Fee payable pursuant to said Section 11.7(c) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire the Commitment and the outstanding Loans of the Replaced Lender and, 3.04 in connection therewith, shall pay the following: (a) to the Replaced 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 Replaced Lender and (B) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender and (b) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Replaced Lender or 4.01(fthe Borrower, and (ii) all obligations of the Borrower owing to the Replaced Lender (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Sections which is not generally applicable Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, in clauses (i) and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of this Section 3.12, the second sentence of Section 13.07 or (iii) Replacement Lender shall become a Lender invokes hereunder and the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable Replaced Lender shall cease to the Administrative Agents (such bank being herein called constitute a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse except with respect to or warranty (other than title) by, or expense to, such Lender for a purchase price equal indemnification provisions under this Agreement that are intended to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsCommitments.

Appears in 1 contract

Samples: 364 Day Credit Agreement (CVS Corp)

Replacement of Lender. If (ix) the Borrower becomes is obligated to pay additional amounts to any Lender pursuant to any amount under Section 3.033.6 or Section 3.10, 3.04 or 4.01(fthe Borrower shall have the right within 90 days thereafter, (y) (other than with respect to any Lender shall be a LIBO Rate Reserve Requirement) as a result of Defaulting Lender, the Borrower shall have the right at any condition described in such Sections time during which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps shall remain a Defaulting Lender, or (z) any Lender shall have not consented to remove or cure, and has removed or curedan Extension Request, the conditions creating Borrower shall have the cause for such obligation to pay such additional amounts, within fifteen (15) days of being right at any time on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e)relevant Extension Date, in each casecase in accordance with the requirements of Section 11.7(b) and only if no Default or Event of Default shall exist, to replace such Lender (the Borrower may designate another bank which is “Replaced Lender”) with one or more Eligible Assignees (each a “Replacement Lender”), reasonably acceptable to the Administrative Agents Agent, the Swing Line Lender and the Issuer, provided that (such bank being herein called a "i) at the time of any replacement pursuant to this Section 3.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 11.7(b) (with the processing and recordation fee referred to in Section 11.7(b) payable pursuant to said Section 11.7(b) to be paid by the Replacement Lender") pursuant to which the Replacement Lender shall acquire the Commitment, the outstanding Loans, the Swing Line Exposure and the Letter of Credit Exposure of the Replaced Lender and, in connection therewith, shall pay the following: (a) to purchase for cash the Replaced Lender, an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans and Swing Line Participation Amounts of the Notes Replaced Lender, (B) an amount equal to all drawings on all Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but unpaid, fees owing to the Replaced Lender, (b) to the Issuer, an amount equal to such Replaced Lender’s Commitment Percentage of all drawings (which at such time remain unpaid drawings) to the extent such amount was not funded by such Replaced Lender, (c) to the Swing Line Lender, an amount equal to such Replaced Lender’s Commitment Percentage of any Mandatory Borrowing to the extent such amount was not funded by such Replaced Lender, and (d) to the Administrative Agent an amount equal to all amounts owed by such Replaced Lender to the Administrative Agent under this Agreement, including, without limitation, an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, a corresponding amount of which was made available by the Administrative Agent to the Borrower pursuant to Section 3.1 and which has not been repaid to the Administrative Agent by such Lender's rights hereunderReplaced Lender or the Borrower, without recourse and (ii) all obligations of the Borrower owing to or warranty the Replaced Lender (other than titlethose specifically described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution of the respective Assignment and Acceptance Agreements and the payment of amounts referred to in clauses (i) and (ii) of this Section 3.13, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights hereunder (Lender hereunder, except rights which, pursuant with respect to the indemnification provisions of under this Agreement, Agreement that are intended to survive the termination of this Agreement the Commitments and the repayment of the Notes)Loans which may be applicable to any such Replaced Lender prior to the date of its replacement. Solely for the purpose of calculating break funding CVS Health Corporation 2015 Credit Agreement payments under Section 3.5, and the Replacement assignment by any Replaced Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto pursuant to clause (x) or (z) of this Section 3.13 shall succeed be deemed to constitute a prepayment by the Borrower of such obligations and rightsEurodollar Advance.

Appears in 1 contract

Samples: Credit Agreement (CVS HEALTH Corp)

Replacement of Lender. If Within forty-five days after: (i) the receipt by Borrower becomes obligated to pay of written notice and demand from any Lender (an “Affected Lender”) for payment of additional amounts as provided in Sections 16.1 and/or 16.2, and in each case such Lender has declined or is unable to designate a different lending office in accordance with Section 16.1(e) or (ii) any failure by any Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect the Agent or an Affiliate of the Agent) to consent to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lendersrequested amendment, then, unless such Lender has theretofore taken steps to remove waiver or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent modification to any amendment Loan Document in which requires Required Lenders have already consented to such amendment, waiver or modification but the consent of all Lenders which amendment has received each Lender (or each Lender directly affected thereby, as applicable) is required with respect thereto, Borrower may, at its option, notify the written consent of at least the Requisite Lenders pursuant to clause Agent and such Affected Lender (iior such defaulting or non-consenting Lender) of Borrower’s intention to obtain, at Borrower’s sole expense and effort, a replacement Lender (“Replacement Lender”) for such Affected Lender (or such defaulting or non-consenting Lender, as the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(ecase may be), in each casewhich Replacement Lender shall be reasonably satisfactory to the Agent and the Required Lenders. In the event Borrower obtains a Replacement Lender within forty-five (45) days following notice of its intention to do so, the Borrower Affected Lender (or such defaulting or non-consenting Lender, as the case may designate another bank which is reasonably acceptable be) shall sell and assign its Advances and Commitments to such Replacement Lender without recourse (in accordance with and subject to the Administrative Agents restrictions contained in, and consents required by, Section 14.2), at par; provided that, (a) that Borrower has reimbursed such bank being herein called a "Replacement Lender") Affected Lender for its increased costs, if any, for which it is entitled to purchase for cash all of reimbursement under this Agreement through the Notes date of such sale and assignment; (b) such Affected Lender and all shall have received payment of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price an amount equal to the outstanding principal amount of its loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the Notes payable other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 16.2 or payments required to be made pursuant to Section 16.1, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with applicable law; and (e) in the case of any assignment resulting from any failure described in Section 14.3(ii), the Replacement Lender shall have consented to the applicable amendment, waiver or modification. In the event that a replaced Lender does not execute an Assignment pursuant to Section 14.2 within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 14.3 and presentation to such replaced Lender of an Assignment evidencing an assignment pursuant to this Section 14.3. Borrower shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Lender, and any such Assignment so executed by Borrower, the Replacement Lender and the Agent, shall be effective for purposes of this Section 14.3 and Section 14.2. Notwithstanding the foregoing, with respect to a Lender that is an Impacted Lender, the Agent or Borrower may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender plus (unless notice is not practicable under the circumstances) and cause such Lender’s Advances and Commitments to be sold and assigned, in whole or in part, at par. Upon any accrued but unpaid interest on such Notes assignment and accrued but unpaid commitment payment and compliance with the other fees, expense reimbursements and indemnities in respect provisions of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing BankSection 14.2, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such replaced Lender shall no longer be constitute a party hereto or have “Lender” for purposes hereof; provided, that any obligations or rights of such replaced Lender to indemnification hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement shall survive. A Lender shall succeed not be required to make any such obligations assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and rightsdelegation cease to apply.

Appears in 1 contract

Samples: Purchase Money Loan and Security Agreement (SAExploration Holdings, Inc.)

Replacement of Lender. If The Borrower shall be permitted to replace (with one or more replacement Lenders) any Lender which (i) the Borrower becomes obligated to pay additional requests reimbursement for amounts to any Lender owing pursuant to Section 3.032.14 or 2.15, 3.04 (ii) has received a written notice from the Borrower of an impending change in law that would entitle such Lender to payment of additional amounts under Section 2.14 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then2.15, unless such Lender has theretofore taken steps designates a different lending office before such change in law becomes effective and such alternate lending office obviates the need for the Borrower to remove make payments of additional amounts under Section 2.14 or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition2.15, (iiiii) is affected in the manner described in Section 2.12 or 2.17 and as a Lender refuses result thereof any of the actions described in writing Section 2.12 or 2.17, as the case may be, are required to give its written be taken, (iv) does not consent to any amendment which requires proposed amendment, supplement, modification, consent or waiver of any provisions of this Agreement or any other Loan Document as contemplated by Section 10.1, or (v) defaults in its obligation to make Loans; provided that (A) such replacement does not conflict with any Requirement of Law, (B) no Event of Default shall have occurred and be continuing at the consent time of such replacement, (C) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Lenders which amendment has received Loans and other amounts owing to such replaced Lender prior to the written consent date of at least replacement, (D) the Requisite Lenders pursuant Borrower shall be liable to clause such replaced Lender under Section 2.16 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (iior purchased) other than on the last day of the second sentence of Section 13.07 Interest Period relating thereto, (E) the replacement bank or (iii) institution, if not already a Lender invokes the provisions of Section 4.02(e)Lender, in each case, the Borrower may designate another bank which is shall be reasonably acceptable satisfactory to the Administrative Agents Agent, (such bank being herein called a "Replacement Lender"F) to purchase for cash all of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such replaced Lender shall consummate be obligated to make such sale replacement in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive Section 2.19 (provided that the termination of this Agreement Borrower or replacement Lender shall be obligated to pay the registration and the repayment of the Notesprocessing fee), and (G) until such time as such replacement shall be consummated, the Replacement Lender shall succeed to such obligations and rights.Borrower

Appears in 1 contract

Samples: Agreement (Apartment Investment & Management Co)

Replacement of Lender. If In the event any Lender delivers to the Borrowers any notice in accordance with Section 4.2 or 4.3, then the Borrowers shall have the right, if no Default or Event of Default then exists, to replace such Lender (ithe “Replaced Lender”) with one or more additional banks or financial institutions (collectively, the “Replacement Lender”), provided, that (a) the Borrower becomes obligated to pay additional amounts to any Replacement Lender pursuant to Section 3.03, 3.04 is an Eligible Assignee or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which otherwise is reasonably acceptable to the Administrative Agents Agent, (such bank being herein called a "Replacement Lender"b) to purchase for cash all at the time of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, replacement pursuant to the provisions of this AgreementSection 4.7, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed enter into one or more Assignment and Acceptance agreements pursuant to, and in accordance with the terms of, Section 11.2 (and with all processing and recordation fees payable pursuant to said Section 11.2 to be paid by the Replacement Lender or, at their option, the Borrowers) pursuant to which the Replacement Lender shall acquire all of the rights and obligations of the Replaced Lender hereunder and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (i) the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, and (ii) all accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to Section 2.4, (c) all other obligations of the Borrowers owing to the Replaced Lender (including all other obligations, if any, owing pursuant to Sections 4.2 and 4.3) shall be paid in full to such obligations Replaced Lender concurrently with such replacement and rights(d) the Administrative Agent and the Lenders shall not be obligated to assist the Borrowers in identifying any Replacement Lender.

Appears in 1 contract

Samples: Credit Agreement (Kforce Inc)

Replacement of Lender. If (i) In the Borrower becomes obligated to pay additional amounts to any Lender event that Company receives a notice pursuant to Section 3.03subsection 2.6H, 3.04 2.7 or 4.01(f) (other than 2.9G or in the event of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections this Agreement which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least been approved by the Requisite Lenders pursuant as provided in subsection 9.6, Company shall have the right, if no Potential Event of Default or Event of Default then exists, to clause replace such Lender (iia "Replaced Lender") of the second sentence of Section 13.07 with one or more Eligible Assignees (iii) a Lender invokes the provisions of Section 4.02(e), in each casecollectively, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") acceptable to purchase for cash Administrative Agent, provided that (i) at the time of any replacement pursuant to this subsection 2.10, the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 9.1B (and with all fees payable pursuant to such subsection 9.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Notes outstanding Loans and Commitments of, and in each case participations in Letters of such Credit by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof 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 Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender with respect thereto, and (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's rights hereunderPro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including without recourse limitation all such amounts, if any, owing under subsection 2.6E) of Company owing to or warranty the Replaced Lender (other than titlethose specifically described in clause (i) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities above in respect of that Lender's Commitmentswhich the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Such Upon the execution of the respective Assignment Agreements, recordation of such assignment in the Register by Agent pursuant to subsection 2.1D, the payment of amounts referred to in clauses (i) and (ii) above and delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall consummate such sale in accordance with such terms (and, if such become a Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from hereunder and the date the Borrower designated a Replacement Lender, and thereupon such Replaced Lender shall no longer be cease to constitute a party hereto or have any obligations or rights Lender hereunder (except rights which, pursuant with respect to indemnification provisions under this Agreement which by the provisions terms of this Agreement, Agreement survive the termination of this Agreement (including, without limitation, subsections 2.6E, 2.6H, 2.7, 2.8, 2.9G, 2.9H, 4.13, 9.2 and the repayment of the Notes9.3), and the Replacement Lender which indemnification provisions shall succeed survive as to such obligations Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a Standby Letter of Credit in form and rightssubstance, and issued by an issuer, satisfactory to such Issuing Lender or the furnishing of cash collateral in amounts and pursuant to arrangements satisfactory to such Issuing Lender) have been made with respect to such outstanding Letters of Credit.

Appears in 1 contract

Samples: Credit Agreement (Borg Warner Security Corp)

Replacement of Lender. If (i) the Borrower becomes obligated is required to pay any additional amounts amount to any Lender or any governmental authority for the account of any Lender pursuant to Section 3.032.11, 3.04 or 4.01(fif any Lender requests compensation under Section 2.09(c), or if any Lender is unable to make or maintain LIBOR Rate Loans in accordance with Section 2.09(b) (other than with respect to a LIBO Rate Reserve Requirementor 2.09(c) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e)and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.14(a), (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower may designate another bank which is reasonably acceptable may, at its sole expense and effort, upon notice to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all of the Agent, require such Lender's rights hereunderLender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 8.07), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Required Lenders which consent, in each case, shall not unreasonably be withheld or warranty delayed, (other than titleB) by, or expense to, such Lender for a purchase price shall have received payment of an amount equal to the outstanding principal amount of the Notes its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, funded participations and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) in the case of any such assignment resulting from a claim for payments required to be made pursuant to Section 2.11, or a claim for such compensation under Section 2.09, such assignment will result in a material reduction in such compensation or payments and (D) in the case of any such assignment resulting from the status of such Lender plus as a Non-Consenting Lender, such assignment, together with any accrued but unpaid interest on assignments by other Non-Consenting Lenders, will enable the Borrower to obtain sufficient consents to cause the applicable amendment, modification or waiver to become effective. Each Lender agrees that, if the Borrower elects to replace such Lender in accordance with this Section, it shall promptly execute and deliver to the Agent an Assignment and Acceptance to evidence such sale and purchase and shall deliver to the Agent any Note (if Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities have been issued in respect of such Lender’s Term Loans) subject to such Assignment and Acceptance; provided, that Lender's Commitmentsthe failure of any such Lender to execute an Assignment and Acceptance shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register. Such A Lender shall consummate not be required to make any such sale in accordance with such terms (andassignment and delegation if, if prior thereto, as a result of a waiver by such Lender is an Issuing Bankor otherwise, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date circumstances entitling the Borrower designated a Replacement Lender, to require such assignment and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant delegation cease to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightsapply.

Appears in 1 contract

Samples: Credit Agreement (Gencorp Inc)

Replacement of Lender. If either Borrower receives a notice of amounts due pursuant to subsection 2.8A, subsection 2.8B or subsection 2.8C from a Lender, a Lender defaults in its obligations hereunder or a Lender becomes an Affected Lender (any such Lender, a "Subject Lender"), so long as (i) no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Borrower becomes obligated to pay additional amounts to any Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of the Subject Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such conditionhereunder, (ii) a such Lender refuses in writing to give its written consent is not the Issuing Lender with respect to any amendment which requires the consent Letters of Credit outstanding (unless all Lenders which amendment has received the written consent such Letters of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 Credit are terminated or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is arrangements reasonably acceptable to the Administrative Agents Issuing Lender (such bank being herein called as a "Replacement back-to-back" letter of credit) are made) and (iii) the Subject Lender is unwilling, unable or fails to withdraw the notice delivered pursuant to subsections 2.8A, 2.8B or 2.8C, is unwilling to remedy its default and/or remains an Affected Lender") , upon 10 days prior written notice to purchase for cash the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of the Notes of such Lender its Loans and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable Commitments to such other Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, Eligible Assignee pursuant to the provisions of this Agreementsubsection 12.1B; provided that, survive prior to or concurrently with such replacement (i) each Borrower has paid to the termination Lender giving such notice all amounts under subsections 2.6D and 2.8 (if applicable) through such date of this replacement, (ii) Company or the applicable assignee have paid to Administrative Agent the processing fee required to be paid by subsection 12.1B(i) and (iii) all of the requirements for such assignment contained in subsection 12.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and the repayment of the Notes)other supporting documents, and the Replacement Lender shall succeed to such obligations and rightshave been fulfilled.

Appears in 1 contract

Samples: Credit Agreement (Manufacturers Services LTD)

Replacement of Lender. If If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by the first proviso to subsection 10.6A, the consent of the Requisite Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Company shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (iA) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Persons satisfying the requirements of the definition of Eligible Assignee (each such Person being a "REPLACEMENT LENDER") so long as at the time of such replacement each outstanding Loan, Letter of Credit and other Obligations owed to each such Lender being replaced is repaid in full and so long as each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender's Commitments and/or repay in full each outstanding Loan, Letters of Credit and other Obligations owed to such Lender; provided that, unless the Commitments that are terminated, -------- and Loans, Letters of Credit and other Obligations repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Borrower becomes obligated Requisite Lenders (determined after giving effect to pay additional amounts the proposed action) shall specifically consent thereto; provided further, that in any event Company shall not have the -------- ------- right to any replace a Lender, terminate its Commitments or repay its Loans, Letters of Credit and other Obligations owed to such Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) solely as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition, (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e), in each case, the Borrower may designate another bank which is reasonably acceptable to the Administrative Agents (such bank being herein called a "Replacement Lender") to purchase for cash all of the Notes of such Lender and all exercise of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to and the outstanding principal amount withholding of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully required consent by such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed second proviso to such obligations and rights.subsection 10.6A.

Appears in 1 contract

Samples: Credit Agreement (LTM Holdings Inc)

Replacement of Lender. If (i) the Borrower becomes obligated is required pursuant to pay Sections 3.1, 3.2 or 3.5 to make any additional amounts payment to any Lender, (ii) any Lender’s obligation to make or continue Eurocurrency Advances or Daily Eurocurrency Loans, or to convert Base Rate Advances into Eurocurrency Advances, shall be suspended pursuant to Section 3.3, (iii) any Lender defaults in its obligation to make a Loan, reimburse LC Issuer pursuant to Section 2.19(e) or Swing Line Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days of being on notification of such condition2.4(d), (iiiv) a any Lender refuses in writing to give its written consent to any amendment which amendment, waiver or other modification of any Loan Document requested by Borrower that requires the consent of all Lenders which amendment has received the written consent of at least the Requisite or all affected Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) a Lender invokes the provisions of Section 4.02(e)and which, in each case, the has been consented to by Required Lenders or (v) any Lender otherwise becomes a Defaulting Lender (any Lender so affected, an “Affected Lender”), Borrower may designate elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Lender as a Lender party to this Agreement; provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement (except in the case of clause (iv) above if the effect of such amendment, waiver or other modification of the applicable Loan Document would cure any Default or Event of Default then ongoing, no Default or Event of Default shall have occurred and be continuing); and provided further that, concurrently with such replacement, (a) another bank or other entity which is reasonably acceptable satisfactory to the Borrower and Administrative Agents (Agent shall agree, as of such bank being herein called a "Replacement Lender") date, to purchase for cash all of at par the Notes of such Lender Advances and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal Obligations due to the outstanding principal amount of the Notes payable to such Affected Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated a Replacement Lender, and thereupon such Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of under this Agreement and the repayment other Loan Documents pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit B (an “Assignment”) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Notes)Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (b) Borrower shall pay to such Affected Lender in same day funds on the Replacement day of such replacement (i) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2, 3.4 and 3.5 and (ii) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender. Any such replacement shall not be deemed to be a waiver of any rights that Borrower, Administrative Agent or any other Lender shall succeed have against the replaced Lender. In the event any replaced Lender fails to execute the agreements required under Section 12.3 in connection with an assignment pursuant to this Section 2.20, Borrower may, upon two (2) Business Days’ prior notice to such obligations and rightsreplaced Lender, execute such agreements on behalf of such replaced Lender.

Appears in 1 contract

Samples: Credit Agreement (Henry Jack & Associates Inc)

Replacement of Lender. If The Borrower shall be permitted to replace (with one or more replacement Lenders) any Lender: (a) that does not consent to a waiver, amendment or modification pursuant to Section 10.1 that requires a vote of holders of 100% of the Lenders (provided, that, such replacement Lender consents to such waiver, amendment or modification) or (b) which requests reimbursement for, or is otherwise entitled to, amounts owing pursuant to Section 4.1, 4.3, 4.6 or 4.7; provided that (i) such replacement does not conflict with any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to the Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3.03, 3.04 or 4.01(f) (other than with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps or to remove which the Borrower or cure, and has removed such Lender or cured, the conditions creating the cause for such obligation to pay such additional amounts, within fifteen (15) days any of being on notification of such conditiontheir respective property is subject, (ii) no Default or Event of Default shall have occurred and be continuing at the time of such replacement (other than, in the case of a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to replacement predicated upon clause (iia) above, the Default or Event of Default that is the subject of the second sentence of Section 13.07 or vote referred to in clause (a) above), (iii) a the replacement bank or institution shall purchase, at par all Loans and other amounts owing to such replaced Lender invokes prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 4.5 if any LIBO Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement Lender shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 4.02(e10.11.1 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee), in each case(vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 4.1, 4.3, 4.6 or 4.7, as the case may designate another be, (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent, any Issuing Lender or any other Lender shall have against the replaced Lender, (ix) if such replacement bank which or institution is reasonably acceptable not already a Lender, the Borrower shall pay to the Administrative Agents Agent an administrative fee of $3,500 and (such bank being herein called x) in the case of a "Replacement Lender"replacement predicated upon clause (a) above, for the related vote referred to purchase for cash all in clause (a) above, no more Lenders than Lenders holding 20% or more of the Notes of such Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the aggregate outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender Loans shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date replaced by the Borrower designated (provided that the Borrower may replace a Replacement Lender, and thereupon such single Lender shall no longer be a party hereto or have any obligations or rights hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment holding greater than 20% of the Notesaggregate outstanding principal amount of the Loans), . Third Amended and the Replacement Lender shall succeed to such obligations and rights.Restated Credit Agreement

Appears in 1 contract

Samples: Credit Agreement (Midwest Generation LLC)

Replacement of Lender. If Within forty-five days after: (i) receipt by the Borrower becomes obligated to pay additional amounts to of written notice and demand from (A) any Lender pursuant (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6 or (B) any SPV or participant (an “Affected SPV/Participant”) for payment of additional costs as provided in Section 9.9(f), unless the option or participation of such Affected SPV/Participant shall have been terminated prior to Section 3.03, 3.04 the exercise by the Borrower of its rights hereunder; or 4.01(f(ii) any Lender constituting a Non-Funding Lender; or (iii) any failure by any Lender (other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders (without giving effect to the requirements that there be at least two Lenders) have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly affected thereby, as applicable) is required with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or curedthereto, the conditions creating Borrower may, at its option, notify (A) in the cause for such obligation to pay such additional amounts, within fifteen case of clause (15) days of being on notification of such conditioni)(A), (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) above, Agent and such Affected Lender (or such non-consenting Lender or such Non-Funding Lender (so long as such Person still constitutes a Non-Funding Lender invokes at such time), as applicable) of the provisions Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender (or such Non-Funding Lender or non-consenting Lender), or (B) in the case of Section 4.02(e)clause (i)(B) above, Agent, such Affected SPV/Participant, if known, and the applicable Lender (such Lender, a “Participating Lender”) that (1) granted to such Affected SPV/Participant the option to make all or any part of any Loan that such Participating Lender would otherwise be required to make hereunder or (2) sold to such Affected SPV/Participant a participation in or to all or a portion of its rights and obligations under the Loan Documents, of the Borrower’s intention to obtain, at the Borrower’s expense, a Replacement Lender for such Participating Lender, in each case, which Replacement Lender shall be reasonably satisfactory to Agent. In the event the Borrower obtains a Replacement Lender within forty-five (45) days following notice of its intention to do so, the Affected Lender (or such Non-Funding Lender or non-consenting Lender) or Participating Lender, as the case may designate another bank which is reasonably acceptable be, shall sell and assign its Loans and Commitments to the Administrative Agents (such bank being herein called a "Replacement Lender") , at par, provided that the Borrower has reimbursed such Affected Lender or Affected SPV/Participant, as applicable, for its increased costs for which it is entitled to purchase for cash all of reimbursement under this Agreement through the Notes date of such sale and assignment, and in the case of a Participating Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated being replaced by a Replacement Lender, (x) all right, title and thereupon interest in and to the Obligations and Commitments so assigned to the Replacement Lender shall be assigned free and clear of all Liens or other claims (including pursuant to the underlying option or participation granted or sold to the Affected SPV/Participant, but without affecting any rights, if any, of the Affected SPV/Participant to the proceeds constituting the purchase price thereof) of the Affected SPV/Participant, and (y) to the extent required by the underlying option or participation documentation, such Participating Lender shall apply all or a portion of the proceeds received by it as a result of such assignment, as applicable, to terminate in full the option or participation of such Affected SPV/Participant. In the event that a replaced Lender does not execute an Assignment pursuant to Section 9.9 within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Lender of an Assignment evidencing an assignment pursuant to this Section 9.22, the Borrower shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Lender, and any such Assignment so executed by the Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 9.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer be constitute a party hereto or have “Lender” for purposes hereof; provided, any obligations or rights of such replaced Lender to indemnification hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightssurvive.

Appears in 1 contract

Samples: Credit Agreement (R1 RCM Inc. /DE)

Replacement of Lender. If Within forty-five days after: (i) receipt by the Borrower becomes obligated to pay additional amounts to of written notice and demand from (A) any Lender pursuant (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6 or (B) any SPV or participant (an “Affected SPV/Participant”) for payment of additional costs as provided in Section 9.9(f), unless the option or participation of such Affected SPV/Participant shall have been terminated prior to Section 3.03, 3.04 the exercise by the Borrower of its rights hereunder; or 4.01(f(ii) any Lender constituting a Non-Funding Lender; or (iii) any failure by any Lender (other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders (without giving effect to the requirements that there be at least two Lenders) have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender 116 directly affected thereby, as applicable) is required with respect to a LIBO Rate Reserve Requirement) as a result of any condition described in such Sections which is not generally applicable to all Lenders, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or curedthereto, the conditions creating Borrower may, at its option, notify (A) in the cause for such obligation to pay such additional amounts, within fifteen case of clause (15) days of being on notification of such conditioni)(A), (ii) a Lender refuses in writing to give its written consent to any amendment which requires the consent of all Lenders which amendment has received the written consent of at least the Requisite Lenders pursuant to clause (ii) of the second sentence of Section 13.07 or (iii) above, Agent and such Affected Lender (or such non-consenting Lender or such Non-Funding Lender (so long as such Person still constitutes a Non-Funding Lender invokes at such time), as applicable) of the provisions Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender (or such Non-Funding Lender or non-consenting Lender), or (B) in the case of Section 4.02(e)clause (i)(B) above, Agent, such Affected SPV/Participant, if known, and the applicable Lender (such Lender, a “Participating Lender”) that (1) granted to such Affected SPV/Participant the option to make all or any part of any Loan that such Participating Lender would otherwise be required to make hereunder or (2) sold to such Affected SPV/Participant a participation in or to all or a portion of its rights and obligations under the Loan Documents, of the Borrower’s intention to obtain, at the Borrower’s expense, a Replacement Lender for such Participating Lender, in each case, which Replacement Lender shall be reasonably satisfactory to Agent. In the event the Borrower obtains a Replacement Lender within forty-five (45) days following notice of its intention to do so, the Affected Lender (or such Non-Funding Lender or non-consenting Lender) or Participating Lender, as the case may designate another bank which is reasonably acceptable be, shall sell and assign its Loans and Commitments to the Administrative Agents (such bank being herein called a "Replacement Lender") , at par, provided that the Borrower has reimbursed such Affected Lender or Affected SPV/Participant, as applicable, for its increased costs for which it is entitled to purchase for cash all of reimbursement under this Agreement through the Notes date of such sale and assignment, and in the case of a Participating Lender and all of such Lender's rights hereunder, without recourse to or warranty (other than title) by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Notes payable to such Lender plus any accrued but unpaid interest on such Notes and accrued but unpaid commitment and other fees, expense reimbursements and indemnities in respect of that Lender's Commitments. Such Lender shall consummate such sale in accordance with such terms (and, if such Lender is an Issuing Bank, such other terms as may be necessary to compensate fully such Lender) within a reasonable time not exceeding 60 days from the date the Borrower designated being replaced by a Replacement Lender, (x) all right, title and thereupon interest in and to the Obligations and Commitments so assigned to the Replacement Lender shall be assigned free and clear of all Liens or other claims (including pursuant to the underlying option or participation granted or sold to the Affected SPV/Participant, but without affecting any rights, if any, of the Affected SPV/Participant to the proceeds constituting the purchase price thereof) of the Affected SPV/Participant, and (y) to the extent required by the underlying option or participation documentation, such Participating Lender shall apply all or a portion of the proceeds received by it as a result of such assignment, as applicable, to terminate in full the option or participation of such Affected SPV/Participant. In the event that a replaced Lender does not execute an Assignment pursuant to Section 9.9 within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Lender of an Assignment evidencing an assignment pursuant to this Section 9.22, the Borrower shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Lender, and any such Assignment so executed by the Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 9.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer be constitute a party hereto or have “Lender” for purposes hereof; provided, any obligations or rights of such replaced Lender to indemnification hereunder (except rights which, pursuant to the provisions of this Agreement, survive the termination of this Agreement and the repayment of the Notes), and the Replacement Lender shall succeed to such obligations and rightssurvive.

Appears in 1 contract

Samples: Credit Agreement (R1 RCM Inc.)

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