Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (ii) all obligations of Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.
Appears in 15 contracts
Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (yx) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c3.01(a) or (db), Section 3.01(c) or Section 5.05 5.01 with respect to such Lender or (zy) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Lead Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender Agent and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.133.04, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Lead Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 2.05 and (ii) all obligations of Borrower the Borrowers due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.133.04, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 3.04 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable 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 2.103.01, 2.113.02, 5.045.01, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder. In connection with any replacement of Lenders pursuant to, and as contemplated by, this Section 3.04, each Borrower hereby irrevocably authorizes Holdings to take all necessary action, in the name of such Borrower, as described above in this Section 3.04 in order to effect the replacement of the respective Lender or Lenders in accordance with the preceding provisions of this Section 3.04.
Appears in 8 contracts
Sources: Revolving Credit Agreement (McGraw Hill, Inc.), Revolving Credit Agreement (McGraw Hill, Inc.), Revolving Credit Agreement (McGraw Hill, Inc.)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 5.04 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Lead Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Lead Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Term Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 4.01 and (ii) all obligations of Borrower the Borrowers due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerthe Borrowers, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.
Appears in 7 contracts
Sources: Amendment and Restatement Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)
Replacement of Lenders. If any Lender is owed increased costs or additional amounts, or the Borrower receives notice from any Lender or the Administrative Agent, under Section 2.17, Section 2.18, Section 2.19, Section 5.4, or any Lender becomes a Defaulting Lender or a Non-Consenting Lender, (y) upon then the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower shall have the right right, unless such Lender has theretofore removed or cured the conditions which resulted in the obligation to pay such increased costs or additional amounts or which caused it to be a Defaulting Lender or a Non-Consenting Lender, to replace (at its sole cost and expense) in its entirety such Lender (the “Replaced Lender”), on ten Business Days’ (or three Business Days’, in the case of the replacement of a Non-Consenting Lender) prior written notice to the Administrative Agent and such Replaced Lender, with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Persons (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would which acceptance shall not be required for an assignment to such Replacement Lender pursuant to Section 13.04unreasonably withheld); provided that provided, that: (i) at the time of any replacement pursuant to this Section 2.13, the Replaced Lender and the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) Acceptances (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrowerappropriately completed), the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments (including all participation interests in Letters of Credit) and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (Ia) an amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (IIb) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 4.1 and (iic) all obligations of Borrower due and owing any other amounts payable to the Replaced Lender at such time under this Agreement (other than those specifically described in clause (i) above in respect of which the assignment purchase price has beenincluding, or is concurrently beingwithout limitation, paid) shall be paid in full to such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this payable under Section 2.13, the Administrative Agent shall be entitled (but not obligated2.11) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement (ii) a Defaulting Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in a Replaced Lender only to the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafterextent not prohibited by law. Upon the execution of the respective Assignment and Assumptionassignment documentation, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 preceding sentence and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder hereunder, and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions arising under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 5 contracts
Sources: Credit Agreement (Air Transport Services Group, Inc.), Credit Agreement (Air Transport Services Group, Inc.), Credit Agreement (Air Transport Services Group, Inc.)
Replacement of Lenders. If any Lender becomes (an “Affected Lender”) (a) makes demand upon Borrowers for (or if Borrowers are otherwise required to pay) amounts pursuant to Section 3.7 or 3.10 hereof, (b) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in Section 2.2(h) hereof, (c) is a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) denies any consent requested by the Agent pursuant to Section 16.2(b) hereof, Borrowers may, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing Borrowers to be required to pay such compensation or causing Section 5.05 with respect 2.2(h) hereof to be applicable), or such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute becoming a Defaulting Lender at or denial of a request by Agent pursuant to Section 16.2(b) hereof, as the time of case may be, by notice in writing to the Agent and such Affected Lender (i) request the Affected Lender to cooperate with Borrowers in obtaining a replacement Lender satisfactory to Agent and Borrowers (collectively, the “Replacement Lender”); (ii) request the non-Affected Lenders to acquire and each assume all of whom the Affected Lender’s Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, as provided herein, but none of such Lenders shall be required under any obligation to do so; or (iii) propose a Replacement Lender subject to approval by Agent in its good faith business judgment. If any satisfactory Replacement Lender shall be reasonably acceptable obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Affected Lender’s Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, then such Issuing Bank’s consent would be required for an assignment Affected Lender shall assign, in accordance with Section 16.3 hereof, all of its Advances and its Revolving Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, and other rights and obligations under this Loan Agreement and the Other Documents to such Replacement Lender pursuant to Section 13.04); provided that (i) at or non-Affected Lenders, as the time of any replacement pursuant to this Section 2.13case may be, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all in exchange for payment of the Commitments principal amount so assigned and outstanding Loans of all interest and fees accrued on the Replaced Lender andamount so assigned, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal plus all other Obligations then due and payable to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (ii) all obligations of Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Affected Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.
Appears in 4 contracts
Sources: Revolving Credit, Term Loan and Security Agreement (PHI Group, Inc./De), Revolving Credit, Term Loan and Security Agreement (PHI Group, Inc./De), Revolving Credit, Term Loan and Security Agreement (PHI Group, Inc./De)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c3.01(a)(ii) or (diii), Section 3.01(c) or Section 5.05 5.01 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Lead Borrower shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.133.04, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be unless otherwise agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.01, 2.05 and (ii) all obligations of each Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.133.04, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 3.04 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder13.
Appears in 4 contracts
Sources: Credit Agreement (Ryerson Holding Corp), Credit Agreement (Ryerson Holding Corp), Credit Agreement (Ryerson Holding Corp)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (ya) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower shall have the right to replace such any Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Assignees (collectively, the “Replacement Lender”), if (x) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline such Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender is charging Borrower increased costs pursuant to Section 13.045.01 or 5.06 or such Lender becomes incapable of making LIBOR Loans as provided in Section 5.03 when other Lenders are generally able to do so, (y) such Lender is a Defaulting Lender or (z) such Lender is subject to Disqualification (and such Lender is notified by Borrower and Administrative Agent in writing of such Disqualification); provided provided, however, that (i) at the time of any replacement pursuant to this Section 2.13such replacement, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) Agreements (and with all fees payable pursuant to said Section 13.04(b13.05(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among or Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, and in each case L/C Interests of, the Replaced Lender and, in connection therewith, shall pay to (x) or if the Replaced Lender in respect thereof is being replaced as a result of being a Defaulting Lender, then the Replacement Lender shall acquire all Revolving Commitments, Revolving Loans and L/C Interests of such Replaced Lender under one or more Tranches of Revolving Commitments or, at the option of Borrower and such Replacement Lender, all other Loans and Commitments held by such Defaulting Lender), (ii) at the time of any such replacement, the Replaced Lender shall receive an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of such Lender (other than any Loans not being acquired by a Replacement Lender), (B) all Reimbursement Obligations (expressed in Dollars in the respective Replaced Lender under each Tranche amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternate Currency) owing to such Lender, together with all then unpaid interest with respect thereto at such time, in the event Revolving Loans or Revolving Commitments owing to which such Replaced Lender is are being replaced repaid and terminated or acquired, as the case may be, and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.012.05 with respect to the Loans being assigned, as the case may be and (iiiii) all obligations of Borrower due and owing to the such Replaced Lender at such time (other than those specifically described in clause (i) above in respect of Replaced Lenders for which the assignment purchase price has been, or is concurrently being, paid) , and other than those relating to Loans or Commitments not being acquired by a Replacement Lender, but including any amounts which would be paid to a Lender pursuant to Section 5.05 if Borrower were prepaying a LIBOR Loan), as applicable, shall be paid in full to such Replaced Lender Lender, as applicable, concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in as the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereaftermay be. Upon the execution of the respective Assignment and AssumptionAgreement, the payment of amounts referred to in clauses (i), (ii) and (iiiii) above, recordation as applicable, the receipt of any consents that would be required for an assignment of the assignment on the Register pursuant subject Loans and Commitments to such Replacement Lender in accordance with Section 13.04 and13.05, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerif any, the Replacement Lender shall become a Lender hereunder and the Replaced Lender Lender, as applicable, shall cease to constitute a Lender hereunderhereunder and be released of all its obligations as a Lender, except with respect to indemnification provisions applicable to such Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Lender and, in the case of any Replaced Lender Lender, except with respect to actions Loans, Commitments and L/C Interests of such Replaced Lender not being acquired by the Replacement Lender; provided, that if the applicable Replaced Lender does not execute the Assignment Agreement within three (3) Business Days after Borrower’s request, execution of such Assignment Agreement by the Replaced Lender shall not be required to effect such assignment.
(b) If any Lender is subject to a Disqualification (and such Lender is notified by Borrower and Administrative Agent in writing of such Disqualification), Borrower shall have the right to replace such Lender with a Replacement Lender in accordance with Section 2.11(a) or occurrences prior prepay the Loans held by such Lender, in each case, in accordance with any applicable provisions of Section 2.11(a), even if a Default or an Event of Default exists (notwithstanding anything contained in such Section 2.11(a) to it ceasing the contrary). Any such prepayment shall be deemed an optional prepayment, as set forth in Section 2.09 and shall not be required to be made on a pro rata basis with respect to Loans of the same Tranche as the Loans held by such Lender. Notice to such Lender hereundershall be given at least ten (10) days before the required date of transfer or prepayment (unless a shorter period is required by any Requirement of Law), as the case may be, and shall be accompanied by evidence demonstrating that such transfer or redemption is required pursuant to Gaming Laws. Upon receipt of a notice in accordance with the foregoing, the Replaced Lender shall cooperate with Borrower in effectuating the required transfer or prepayment within the time period set forth in such notice, not to be less than the minimum notice period set forth in the foregoing sentence (unless a shorter period is required under any Requirement of Law). Further, if the transfer or prepayment is triggered by notice from the Gaming Authority that the Lender is disqualified, commencing on the date the Gaming Authority provides the disqualification notice to Borrower, to the extent prohibited by law: (i) such Lender shall no longer receive any interest on the Loans; (ii) such Lender shall no longer exercise, directly or through any trustee or nominee, any right conferred by the Loans; and (iii) such Lender shall not receive any remuneration in any form from Borrower for services or otherwise in respect of the Loans.
Appears in 4 contracts
Sources: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Resorts LTD)
Replacement of Lenders. (i) If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b11.12(b), Borrower (ii) upon the occurrence of any event giving rise to the operation of Section 2.10(a)(ii) or (iii), Section 2.10(c) or Section 4.04 with respect to any Lender which results in such Lender charging to the Company increased costs or (iii) any Lender becomes a Defaulting Lender, the Company shall have the right right, in accordance with the requirements of Section 11.04(b), if no Event of Default will exist after giving effect to such replacement, to replace such Lender (the “Replaced Lender”) with one an Eligible Transferee or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Transferees (collectively, the “Replacement Lender”) and each of whom shall be required to be ), reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b11.04(b) (and with all fees the assignment fee payable pursuant to said Section 13.04(b11.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (IIB) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 3.01 and (ii) all obligations of Borrower due and the Company owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled .
(but not obligatedb) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to proviso contained in Section 13.04 2.13(a) and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerthe Company, 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 applicable to the Replaced Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.044.04, 12.07 11.01 and 13.0111.06), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 4 contracts
Sources: Term Loan Credit Agreement (Omnova Solutions Inc), Term Loan Credit Agreement (Omnova Solutions Inc), Term Loan Credit Agreement (Omnova Solutions Inc)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 5.04 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Term Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 4.01 and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder13.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, :
(ya) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders Instructing Group as (and to the extent) provided in Section 13.12(bClause 45.7 (Replacement of non-Instructing Group Lender); or
(b) is owed any amounts under any of Clauses 18 (Taxes), 19.1 (Increased Costs) or 20 (Illegality) in a material amount in excess of those being generally charged by the other Lenders, the Borrower shall have the right right, in accordance with the requirements of Clause 39.3 (Assignments or Transfers by Lenders), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Institution or Eligible Institutions (collectively, the “Replacement Lender”) and ), each of whom shall be required to be reasonably acceptable to the Administrative AgentAgent or, in the Swingline case of a replacement as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) where the consent of the respective Lender and is required with respect to less than all its Outstandings or Commitments, at the option of the Borrower, to replace only the Commitments and/or Outstandings of such Lender in respect of each Issuing Bank (to Facility where the extent consent of such Lender would otherwise be individually required, with identical Commitments and/or Outstandings of the Administrative Agent’srespective Facility provided by the Replacement Lender, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that that:
(i) at the time of any replacement pursuant to this Section 2.13Clause 21.1, the Replacement Lender and the Replaced Lender shall enter into one or more Assignment and Assumptions Transfer Certificate(s) pursuant to Section 13.04(bClause 39.5 (Transfer Certificate) (and with all fees payable pursuant to said Section 13.04(bClause 39.5 (Transfer Certificate) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans all Outstandings (or, in the case of the replacement of less than all Commitments and Outstandings of the respective Replaced Lender, all the Commitments and all Outstandings relating to the Facility with respect to which such Lender is being replaced) of, and all participations in all then Outstanding L/C Amounts where the respective Lender is being replaced by, the Replacement Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum (in the relevant currency or currencies) of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans then Outstandings of the respective Replaced Lender under each Tranche Facility with respect to which such Replaced Lender is being replaced replaced, (B) all unpaid amounts (the “Unpaid L/Cs”) under Clause 5.5(b) (Claims under a Documentary Credit) with respect to which the respective Replaced Lender is being replaced, in each case that have been funded by (and not reimbursed to) such Replaced Lender at such time, together with all then unpaid interest with respect thereto at such time and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender (but only with respect to the relevant Facility or Facilities, in the case of the replacement of less than all Outstandings then held by the respective Replaced Lender) pursuant to Section 4.01Clause 17 (Commissions and Fees) and (y) in the case of the replacement of any Revolving Facility Commitment, the respective L/C Bank amounts equal to such Replaced Lender’s Proportion of any Unpaid L/Cs evidenced by such Commitments (which at such time remain Unpaid L/Cs) with respect to Documentary Credits issued by such L/C Bank to the extent such amount was not theretofore funded by such Replaced Lender, without duplication; and
(ii) all obligations of the Borrower due and owing to the Replaced Lender at in respect of each Facility where such time Replaced Lender is being replaced (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionTransfer Certificate(s), the payment of amounts referred to in clauses sub-paragraphs (i) and (ii) above, above and recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested transfer by the Replacement LenderAgent, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, (x) the Replacement Lender shall become a Lender hereunder and and, unless the respective Replaced Lender continues to have Term Facility Outstandings or any Commitment hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.10Clauses 18 (Taxes), 2.1119.1 (Increased Costs), 5.0433 (Borrower’s Indemnities), 12.07 37 (Sharing Among the Finance Parties) and 13.0140 (Costs and Expenses)), which shall survive as to such Replaced Lender with respect and (y) in the case of the replacement of any Revolving Facility Commitment pursuant to actions or occurrences prior this Clause 21.1, the respective Proportions of the Lenders relating to it ceasing the Revolving Facility shall be automatically adjusted at such time to be a Lender hereundergive effect to such replacement.
Appears in 3 contracts
Sources: Senior Facilities Agreement (Buhrmann Nv), Senior Facilities Agreement (Moore Labels Inc), Senior Facilities Agreement (Buhrmann Nv)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 5.04 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 4.01 and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.
Appears in 3 contracts
Sources: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c3.01(a)(ii) or (diii), Section 3.01(c) or Section 5.05 5.01 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Lead Borrower shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.133.04, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be unless otherwise agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.01, 2.05 and (ii) all obligations of each Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.133.04, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 3.04 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable 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 2.103.01, 2.113.02, 5.045.01, 12.07 and 13.01), which shall survive as to such Replaced Lender. In connection with any replacement of Lenders pursuant to, and as contemplated by, this Section 3.04, each Borrower hereby irrevocably authorizes Holdings to take all necessary action, in the name of such Borrower, as described above in this Section 3.04 in order to effect the replacement of the respective Lender or Lenders in accordance with respect to actions or occurrences prior to it ceasing to be a Lender hereunderthe preceding provisions of this Section 3.04.
Appears in 3 contracts
Sources: Credit Agreement (Ryerson Holding Corp), Credit Agreement (Ryerson Holding Corp), Credit Agreement (Ryerson Holding Corp)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c3.01(a)(ii) or (diii), Section 3.01(c) or Section 5.05 4.01 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b12.10(b), Borrower the Company shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible TransfereesAssignees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.0412.04); provided that (i) at the time of any replacement pursuant to this Section 2.133.04, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b12.04(b) (and with all fees payable pursuant to said Section 13.04(b12.04(c) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrowerthe Company, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.01, 2.05 and (ii) all obligations of each Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.133.04, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.3.04
Appears in 3 contracts
Sources: Credit Agreement (SunOpta Inc.), Credit Agreement (SunOpta Inc.), Credit Agreement (SunOpta Inc.)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (ya) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower shall have the right to replace such any Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Assignees (collectively, the “Replacement Lender”), if (x) and each of whom shall be required such Lender is charging Borrower increased costs pursuant to be reasonably acceptable Section 5.01 or requires Borrower or any other Credit Party to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment pay any Covered Taxes or additional amounts to such Replacement Lender or any Governmental Authority for the account of such Lender pursuant to Section 13.045.06 or such Lender becomes incapable of making SOFR Loans as provided in Section 5.03 when other Lenders are generally able to do so, (y) such Lender is a Defaulting Lender, or (z) such Lender is subject to Disqualification (and such Lender is notified by Borrower and Administrative Agent in writing of such Disqualification); provided provided, however, that (i) at the time of any replacement pursuant to this Section 2.13such replacement, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) Agreements (and with all fees payable pursuant to said Section 13.04(b13.05(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among or Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, and in each case L/C Interests of, the Replaced Lender and, in connection therewith, shall pay to (x) or if the Replaced Lender in respect thereof is being replaced as a result of being a Defaulting Lender, then the Replacement Lender shall acquire all Revolving Commitments, Revolving Loans and L/C Interests of such Replaced Lender under one or more Tranches of Revolving Commitments or, at the option of Borrower and such Replacement Lender, all other Loans and Commitments held by such Defaulting Lender), (ii) at the time of any such replacement, the Replaced Lender shall receive an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of such Lender (other than any Loans not being acquired by a Replacement Lender), (B) all Reimbursement Obligations (expressed in Dollars in the respective Replaced Lender under each Tranche amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternate Currency) owing to such Lender, together with all then unpaid interest with respect thereto at such time, in the event Revolving Loans or Revolving Commitments owing to which such Replaced Lender is are being replaced repaid and terminated or acquired, as the case may be, and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.012.05 with respect to the Loans being assigned, as the case may be and (iiiii) all obligations of Borrower due and owing to the such Replaced Lender at such time (other than those specifically described in clause (i) above in respect of Replaced Lenders for which the assignment purchase price has been, or is concurrently being, paid) , and other than those relating to Loans or Commitments not being acquired by a Replacement Lender, but including any amounts which would be paid to a Lender pursuant to Section 5.05 if Borrower were prepaying a SOFR Loan), as applicable, shall be paid in full to such Replaced Lender Lender, as applicable, concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in as the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereaftermay be. Upon the execution of the respective Assignment and AssumptionAgreement, the payment of amounts referred to in clauses (i), (ii) and (iiiii) above, recordation as applicable, and the receipt of any consents that would be required for an assignment of the assignment on the Register pursuant subject Loans and Commitments to such Replacement Lender in accordance with Section 13.04 and13.05, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerif any, the Replacement Lender shall become a Lender hereunder and the Replaced Lender Lender, as applicable, shall cease to constitute a Lender hereunderhereunder and be released of all its obligations as a Lender, except with respect to indemnification provisions applicable to such Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Lender and, in the case of any Replaced Lender Lender, except with respect to actions Loans, Commitments and L/C Interests of such Replaced Lender not being acquired by the Replacement Lender; provided, that if the applicable Replaced Lender does not execute the Assignment Agreement within three (3) Business Days (or occurrences prior such shorter period as is acceptable to it ceasing Administrative Agent) after ▇▇▇▇▇▇▇▇’s request, execution of such Assignment Agreement by the Replaced Lender shall not be required to effect such assignment.
(b) If Borrower receives a notice from any applicable Gaming Authority or otherwise reasonably determines that any Lender is subject to a Disqualification (and such Lender is notified by Borrower and Administrative Agent in writing of such Disqualification), Borrower shall have the right to replace such Lender with a Replacement Lender in accordance with Section 2.11(a) or prepay the Loans held by such Lender, in each case, in accordance with any applicable provisions of Section 2.11(a), even if a Default or an Event of Default exists (notwithstanding anything contained in such Section 2.11(a) to the contrary). Any such prepayment shall be deemed an optional prepayment, as set forth in Section 2.09 and shall not be required to be made on a pro rata basis with respect to Loans of the same Tranche as the Loans held by such ▇▇▇▇▇▇. Notice to such Lender hereundershall be given at least ten (10) days before the required date of transfer or prepayment (unless a shorter period is required by any Requirement of Law and/or any Gaming License), as the case may be, and shall be accompanied by evidence demonstrating that such Lender is subject to a Disqualification or such transfer or redemption is otherwise required pursuant to Gaming Laws and/or any Gaming License. Upon receipt of a notice in accordance with the foregoing, the Replaced Lender shall cooperate with Borrower in effectuating the required transfer or prepayment within the time period set forth in such notice, not to be less than the minimum notice period set forth in the foregoing sentence (unless a shorter period is required under any Requirement of Law and/or any Gaming License). Further, if the transfer or prepayment is triggered by notice from the Gaming Authority that the Lender is subject to a Disqualification, commencing on the date the Gaming Authority provides the notice of Disqualification upon to Borrower, to the extent prohibited by any Requirement of Law and/or by any Gaming License: (i) such Lender shall no longer receive any interest on the Loans; (ii) such Lender shall no longer exercise, directly or through any trustee or nominee, any right conferred by the Loans; and (iii) such Lender shall not receive any remuneration in any form from Borrower for services or otherwise in respect of the Loans.
Appears in 3 contracts
Sources: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 5.04 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Lead Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Lead Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Term Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 4.01 and (ii) all obligations of Borrower the Borrowers due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder13.
Appears in 3 contracts
Sources: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)
Replacement of Lenders. (a) (x) If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c2.08(a)(i) or (dii), Section 2.08(b) or Section 5.05 4.04 with respect to any Lender which results in such Lender charging to the Borrower material increased costs in excess of those being generally charged by the other Lenders, or (z) as provided in Section 11.13(b) in the case of a refusal certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to Lenders, the extent) provided in Section 13.12(b), Borrower shall have the right right, if no Default or Event of Default will exist immediately after giving effect to the respective replacement, to either replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferee or Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Facility Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that that:
(i) at the time of any replacement pursuant to this Section 2.132.11, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b11.04(b) (and with all fees payable pursuant to said Section 13.04(b11.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum (without duplication) of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, Lender; and
(ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (other than those specifically described in clause (i) above above) in respect of which the assignment purchase price has been, or is concurrently being, paid) paid shall be paid in full to such Replaced Lender concurrently with such replacement; upon .
(b) Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.132.11, the Administrative Facility Agent shall be entitled (but not obligated) and is authorized (which authorization is coupled with an interest) to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Facility Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 2.11 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter11.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to (i) the Replacement Lender of the appropriate Note or Notes executed by the Borrower, 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 2.102.08, 2.112.09, 5.044.04, 12.07 12.01 and 13.0112.06), which shall survive as to such Replaced Lender with respect and (ii) if so requested by the Borrower, the Replaced Lender shall deliver all Notes in its possession to actions or occurrences prior to it ceasing to be a Lender hereunderthe Borrower.
Appears in 3 contracts
Sources: Credit Agreement, Credit Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.)
Replacement of Lenders. (a) (x) If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c2.10(a)(ii) or (d) iii), 2.10(c), 3.06 or Section 5.05 5.04 with respect to any Lender which results in such Lender charging to the Borrowers increased costs in excess of those being generally charged by the other Lenders or which results in any Borrower being required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of such Lender pursuant to Section 5.04 or (z) in the case of a refusal by a Lender to consent to a proposed changesamendment, waiverschange, discharges waiver, discharge or terminations termination with respect to this Agreement which have expressly requires the consent of such Lender and which has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower the Company shall have the right right, in accordance with Section 13.04(b), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom which shall be required to (other than in the case of an existing Lender) be reasonably acceptable to the Administrative Agent, the Swingline Lender Agent and each Issuing Bank (to the extent the Administrative Agent’sLender; provided, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that that:
(i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)Borrowers) pursuant to which the Replacement Lender shall acquire the entire Revolving Loan Commitment and all outstanding Revolving Loans of, and all participations in Letters of the Commitments Credit and outstanding Swingline Loans of by, the Replaced Lender and, in connection therewith, shall pay to (xA) the Replaced Lender in respect thereof an amount equal to the sum of (I1) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the respective Replaced Lender under each Tranche Lender, (2) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time and (II3) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (B) each Issuing Lender an amount equal to such Replaced Lender’s RL Percentage of any Unpaid Drawing relating to Letters of Credit issued by such Issuing Lender (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender and (C) 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 to the Swingline Lender; and
(ii) all obligations of Borrower due and the Borrowers then owing to the Replaced Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 2.11) shall be paid in full to such Replaced Lender concurrently with such replacement; upon .
(b) Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13 and satisfaction of the other conditions set forth in this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and is hereby authorized (which authorization is coupled with an interest) to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) aboveimmediately preceding clause (a), recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.04 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerthe Borrowers, (i) 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 2.10, 2.11, 3.06, 5.04, 12.07 12.06, 13.01 and 13.0113.06), which shall survive as to such Replaced Lender with respect and (ii) the RL Percentages of the Lenders shall be automatically adjusted at such time to actions or occurrences prior give effect to it ceasing to be a Lender hereundersuch replacement.
Appears in 3 contracts
Sources: Abl Credit Agreement (J.Jill, Inc.), Abl Credit Agreement (J.Jill, Inc.), Abl Credit Agreement (Jill Intermediate LLC)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon Upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c2.10(a)(ii) or (diii), Section 2.10(c) or Section 5.05 5.04 with respect to such Lender or (zy) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders or the Majority Lenders of a given Tranche, as applicable, as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (y), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) under the applicable Tranches with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Transferees (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender Borrower and/or the Replaced Replacement Lender (as may be agreed to at such time by among the Borrower and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Term Loans of under the applicable Tranches of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans under the applicable Tranches of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 4.01 and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender. In connection with any replacement of Lenders pursuant to, and as contemplated by, this Section 2.13, the Borrower hereby irrevocably authorizes Holdings to take all necessary action, in the name of such Borrower, as described above in this Section 2.13 in order to effect the replacement of the respective Lender or Lenders in accordance with respect to actions or occurrences prior to it ceasing to be a Lender hereunderthe preceding provisions of this Section 2.13.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (OCI Partners LP), Term Loan Credit Agreement (OCI Partners LP), Term Loan Credit Agreement (OCI Partners LP)
Replacement of Lenders. If any Lender becomes (an “Affected Lender”) (a) makes demand upon Borrowers for (or if Borrowers are otherwise required to pay) amounts pursuant to Section 3.7, 3.9 or 3.10 hereof, (b) is unable to make or maintain LIBOR Rate Loans as a result of a condition described in Section 2.2(h) hereof, (c) is a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect denies any consent for a supplemental agreement referred to such Lender or (z) in the case proviso of a refusal by a Lender to Section 16.2(b) hereof and for which the consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by of the Required Lenders as has been obtained, the Borrowers may, within ninety (and 90) days of receipt of such demand, notice (or the occurrence of such other event causing Borrowers to the extentbe required to pay such compensation or causing Section 2.2(h) provided in Section 13.12(bhereof to be applicable), Borrower shall have the right to replace or such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute becoming a Defaulting Lender at or denial of a request for a consent to a supplemental agreement pursuant to the time proviso of Section 16.2(b) hereof, as the case may be, by notice (a “Replacement Notice”) in writing to the Agent and such Affected Lender (i) request the Affected Lender to cooperate with Borrowers in obtaining a replacement Lender satisfactory to the Agent and Borrowers (collectively, the “Replacement Lender”); (ii) request the non-Affected Lenders to acquire and each assume all of whom the Affected Lender’s Advances and its Commitment Percentage, as provided herein, but none of such Lenders shall be required under any obligation to do so; or (iii) propose a Replacement Lender subject to approval by the Agent in its good faith business judgment. If any satisfactory Replacement Lender shall be reasonably acceptable obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Affected Lender’s Advances and its Commitment Percentage, then such Issuing Bank’s consent would be required for an assignment Affected Lender shall assign, in accordance with Section 16.3 hereof, all of its Advances and its Commitment Percentage, and other rights and obligations under this Loan Agreement and the Other Documents to such Replacement Lender pursuant to Section 13.04); provided that (i) at or non-Affected Lenders, as the time of any replacement pursuant to this Section 2.13case may be, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all in exchange for payment of the Commitments principal amount so assigned and outstanding Loans of all interest and fees accrued on the Replaced Lender andamount so assigned, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal plus all other Obligations then due and payable to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Affected Lender. If any Affected Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (ii) all obligations of Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but does not obligated) and authorized to execute an Assignment and Assumption on behalf assignment in accordance with Section 16.3 within five (5) Business Days after receipt of notice to do so by Agent or Borrowing Agent, then such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender assignment shall be become effective for purposes of this Section 2.13 16.3 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 upon execution by Agent and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderBorrowing Agent.
Appears in 3 contracts
Sources: Revolving Credit and Security Agreement (Emerge Energy Services LP), Revolving Credit and Security Agreement (Emerge Energy Services LP), Revolving Credit and Security Agreement
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c3.01(a)(ii) or (diii), Section 3.01(c) or Section 5.05 5.01 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower the Company shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible TransfereesAssignees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.133.04, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b13.04(c) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrowerthe Company, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.01, 2.05 and (ii) all obligations of each Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.133.04, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 3.04 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable 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 2.103.01, 2.113.02, 5.045.01, 12.07 and 13.01), which shall survive as to such Replaced Lender. In connection with any replacement of Lenders pursuant to, and as contemplated by, this Section 3.04, each Borrower hereby irrevocably authorizes the Company to take all necessary action, in the name of such Borrower, as described above in this Section 3.04 in order to effect the replacement of the respective Lender or Lenders in accordance with respect to actions or occurrences prior to it ceasing to be a Lender hereunderthe preceding provisions of this Section 3.04.
Appears in 3 contracts
Sources: Credit Agreement (Resolute Forest Products Inc.), Credit Agreement (Resolute Forest Products Inc.), Credit Agreement (Resolute Forest Products Inc.)
Replacement of Lenders. If (x) any Revolving Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) upon the occurrence of an event giving rise to the operation of any Lender is owed increased costs under Section 2.10(b3.6(a)(ii) or (iii) or Section 3.6(c) or Section 4.7(a), (cb) or (dc) or Section 5.05 with respect materially in excess of increased costs owed to such Lender the other Lenders or (z) as provided in the case of a refusal by a Section 12.1(b) any Lender refuses to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b)Agreement, Borrower Company shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible TransfereesAssignee or Eligible Assignees, none of whom shall constitute a Defaulting Lender or a Disqualified Institution at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be ), reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) in the case of any replacement made pursuant to clause (y), such replacement will reduce the amount of any compensation payable by the Loan Parties under Section 3.6(a)(ii) or (iii) or Section 3.6(c) or Section 4.7(a), (b), or (c), (ii) at the time of any replacement pursuant to this Section 2.133.7, the Replacement Lender shall enter into one or more Assignment assignment agreements, in form and Assumptions pursuant substance reasonably satisfactory to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among BorrowerAdministrative Agent, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of, and participations in Letters of Credit and Overdraft Amounts by, the Replaced Lender and(or, in connection therewithat the option of Borrowers’ Agent if the respective Lender’s consent is required with respect to less than all Loans, shall pay to (x) replace only the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding respective Loans of the respective Replaced non-consenting Lender under each Tranche with respect which gave rise to which the need to obtain such Replaced Lender is being replaced Lender’s individual consent), (iii) Company shall have paid, or shall have caused the applicable Borrower to pay, to Administrative Agent the assignment fee specified in Section 12.8, and (IIiv) an amount equal to all accrued, but theretofore unpaid, Fees obligations of all Loan Parties owing to the Replaced Lender pursuant to Section 4.01(including, (ii) all obligations of Borrower due without limitation, such increased costs and owing to the Replaced Lender at such time (other than excluding those specifically described in clause (iii) 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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumptionassignment documentation, the payment of amounts referred to in clauses (iii), (iii) and (iiiv) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowereach applicable Borrowers, the Replacement Lender shall become a Lender hereunder and and, unless the Replaced Lender continues to have outstanding Loans hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01including under Section 4.7), which shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Lender that acts as a Issuing Lender may be replaced hereunder at any time when it has Letters of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Lender (including the furnishing of a Letter of Credit in form and substance, and issued by an issuer satisfactory to such Issuing Lender or the depositing of cash collateral into the Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Lender) have been made with respect to actions or occurrences prior to it ceasing to be a Lender hereundersuch outstanding Letters of Credit.
Appears in 3 contracts
Sources: Credit Agreement (Owens-Illinois Group Inc), Credit Agreement (Owens-Illinois Group Inc), Credit Agreement (Owens-Illinois Group Inc)
Replacement of Lenders. If (i) any Lender becomes has demanded compensation or indemnification pursuant to Sections 2.14, 2.15, 2.16 or 2.17, (ii) the obligation of any Lender to make Term SOFR Rate Loans has been suspended pursuant to Section 2.15 or (iii) any Lender is a Defaulting Lender, Lender (y) upon the occurrence of an event giving rise to the operation of Section 2.10(beach such Lender described in clauses (i), (cii) or (diii) or Section 5.05 with respect to such Lender or (z) in the case of being a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b“Retiring Lender”), the Borrower shall have the right right, if no Default then exists, to replace such Lender (the “Replaced Lender”) with one or more other Eligible TransfereesAssignees (which may be one or more of the Continuing Lenders) (each a “Replacement Lender” and, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement LenderLenders”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline . The replacement of a Retiring Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.132.08(b) shall be effective on the tenth Business Day (the “Replacement Date”) following the date of notice given by the Borrower of such replacement to the Retiring Lender and each Continuing Lender through the Administrative Agent, subject to the satisfaction of the following conditions: (i) the Replacement Lender shall enter into one or more Assignment have satisfied the conditions to assignment and Assumptions pursuant to assumption set forth in Section 13.04(b9.06(c) (and with all fees payable pursuant to said Section 13.04(b9.06(c) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, the Replacement Lender(s) shall pay to the Retiring Lender an amount equal in the aggregate to the sum of the principal of, and all accrued but unpaid interest on, all outstanding Loans of the Retiring Lender; and (xii) the Replaced Borrower shall have paid to the Administrative Agent for the account of the Retiring Lender an amount equal to all obligations owing to the Retiring Lender by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i) above). On the Replacement Date, each Replacement Lender that is a New Lender shall become a Lender hereunder, and the Retiring Lender shall cease to constitute a Lender hereunder; provided, that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement shall continue to inure to the benefit of a Retiring Lender with respect thereof to any Loans made or any other actions taken by such Retiring Lender while it was a Lender. Upon payment by the Borrower to the Administrative Agent for the account of the Retiring Lender of an amount equal to the sum of (Ii) an the aggregate principal amount equal of all Loans owed to the principal of, Retiring Lender and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (ii) all obligations of Borrower due accrued interest, fees and other amounts owing to the Replaced Retiring Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has beenhereunder, or is concurrently beingincluding, paid) shall be paid in full to such Replaced Lender concurrently with such replacement; upon receipt without limitation, all amounts payable by the Replaced Borrower to the Retiring Lender of all amounts required to be paid to it pursuant to this Section 2.13under Sections 2.12, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender2.16, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above2.17 or 9.03, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Retiring Lender shall cease to constitute a Lender hereunder; provided, except with respect to indemnification that the provisions under of Sections 2.12, 2.16, 2.17 and 9.03 of this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as inure to such Replaced the benefit of a Retiring Lender with respect to any Loans made or any other actions or occurrences prior to taken by such Retiring Lender while it ceasing to be was a Lender hereunderLender.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (PPL Electric Utilities Corp), Term Loan Credit Agreement (Louisville Gas & Electric Co /Ky/), Term Loan Credit Agreement (Louisville Gas & Electric Co /Ky/)
Replacement of Lenders. If (x) any Lender becomes a Defaulting Lenderdefaults in its obligations to make Loans, (y) upon the occurrence of an event giving rise any Lender refuses to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender to consent give timely consents to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b11.1 but which requires the approval of one or more additional Lenders to become effective in accordance with such Section or (z) any Lender is owed increased costs under Sections 3.9 or 3.10 which in the judgment of the Borrower are material in amount and which are not otherwise requested by Lenders constituting at least the Required Lenders (assuming for this purpose that the percentage in such definition was 80%), the Borrower shall have the right right, if no Event of Default then exists and, in the case of a Lender described in clause (z) above, such Lender has not withdrawn its request for such compensation or changed its applicable lending office with the effect of eliminating or substantially decreasing (to a level which in the judgment of the Borrower is not material) such increased cost, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Transferee or Transferees (collectively, the “Replacement Lender”) and each with the consent of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’swhich consent shall not be unreasonably withheld or delayed, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13Section, the Replacement Lender shall enter into one or more an Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) Acceptance pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche and the Borrower or Replacement Lender shall pay any fees payable in connection with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender assignment pursuant to Section 4.0111.6, (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 replacement and (iii) and in the case of any assignment resulting from replacement pursuant to clause (y) above, the Replacement Lender shall approve the proposed changes, waivers, discharges or terminations at the time of such assignment will result in a reduction in such compensation or payments thereafterreplacement. Upon the execution of the respective Assignment and Assumptionassignment documentation, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 3 contracts
Sources: Super Priority Debtor in Possession and Exit Credit and Guarantee Agreement (Northwest Airlines Corp), Credit and Guarantee Agreement (Northwest Airlines Corp), Credit and Guarantee Agreement (Northwest Airlines Corp)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 5.04 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Term Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (ii) all obligations of Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower▇▇▇▇▇▇▇▇, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c3.01(a)(ii) or (d) iii), Section 3.01(c), Section 5.01 or Section 5.05 13.01(a)(ii) with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Lead Borrower shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.133.04, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Lead Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 2.05 and (ii) all obligations of each Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.133.04, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 3.04 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder13.
Appears in 3 contracts
Sources: Revolving Credit Agreement (PAE Inc), Revolving Credit Agreement (PAE Inc), Revolving Credit Agreement (PAE Inc)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c3.01(a)(ii) or (diii), Section 3.01(c) or Section 5.05 5.01 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Lead Borrower shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.133.04, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Lead Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 2.05 and (ii) all obligations of each Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.133.04, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 3.04 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable 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 2.103.01, 2.113.02, 5.045.01, 12.07 and 13.01), which shall survive as to such Replaced Lender. In connection with any replacement of Lenders pursuant to, and as contemplated by, this Section 3.04, each Borrower hereby irrevocably authorizes Holdings to take all necessary action, in the name of such Borrower, as described above in this Section 3.04 in order to effect the replacement of the respective Lender or Lenders in accordance with respect to actions or occurrences prior to it ceasing to be a Lender hereunderthe preceding provisions of this Section 3.04.
Appears in 3 contracts
Sources: Revolving Credit Agreement (VERRA MOBILITY Corp), Revolving Credit Agreement (VERRA MOBILITY Corp), Revolving Credit Agreement (VERRA MOBILITY Corp)
Replacement of Lenders. (a) If any Lender becomes a Defaulting Lender, (yi) upon the occurrence if any Lender or Issuing Lender requests payment of an event giving rise to the operation of additional amounts under Section 2.10(b), (c2.10(a)(ii) or (d) iii), Section 2.10(c), Section 3.06 or Section 5.05 with respect 5.04 or if any Borrower is required to pay any additional amount to any Lender, any Issuing Lender or any Governmental Authority for the account of any Lender or any Issuing Lender pursuant to such Lender or Sections, (zii) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b)) or (iii) in the case of rejection (or deemed rejection) by a Lender of the Extension under Section 2.16(a) which Extension has been accepted under Section 2.16(a) by the Required Lenders, Borrower the Company shall have the right right, in accordance with Section 13.04(b), if no Default or Event of Default would exist after giving effect to such replacement, to replace such Lender or Issuing Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom which shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender Agent and each Issuing Bank (to the extent the Administrative Agent’sLender; provided, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that that:
(i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)Borrowers) pursuant to which the Replacement Lender shall acquire the entire Revolving Loan Commitment and all outstanding Revolving Loans of, and all participations in Letters of the Commitments and outstanding Loans of Credit by, the Replaced Lender and, in connection therewith, shall pay to (xA) the Replaced Lender in respect thereof an amount equal to the sum of (I1) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the respective Replaced Lender under each Tranche Lender, (2) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time and (II3) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (iiB) each Issuing Lender an amount equal to such Replaced Lender’s RL Percentage of any Unpaid Drawing relating to Letters of Credit issued by such Issuing Lender (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender and (C) 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 to the Swingline Lender; and (D) all obligations of Borrower due and the Borrowers then owing to the Replaced Lender at such time (other than those specifically described in clause (iA) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 2.11) shall be paid in full to such Replaced Lender concurrently with such replacement; upon .
(b) Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and is authorized (which authorization is coupled with an interest) to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (iA) and (iiB) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.04 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerthe relevant Borrowers, (i) 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, including Sections 2.10, 2.11, 3.06, 5.04, 12.07 12.06, 13.01 and 13.0113.06), which shall survive as to such Replaced Lender with respect and (ii) the RL Percentages of the Lenders shall be automatically adjusted at such time to actions or occurrences prior give effect to it ceasing to be a Lender hereundersuch replacement.
Appears in 3 contracts
Sources: Abl Credit Agreement (CVR Refining, LP), Abl Credit Agreement (CVR Energy Inc), Abl Credit Agreement
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c2.10(a)(ii) or (diii), Section 2.10(c) or Section 5.05 5.04 or Section 13.01(a)(ii) with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Lead Borrower shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Lead Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Term Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 4.01 and (ii) all obligations of Borrower the Borrowers due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerthe Borrowers, (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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences facts and circumstances occurring prior to it ceasing the effective date of such replacement. In connection with any replacement of Lenders pursuant to, and as contemplated by, this Section 2.13, each Borrower hereby irrevocably authorizes Holdings to be a take all necessary action, in the name of such Borrower, as described above in this Section 2.13 in order to effect the replacement of the respective Lender hereunderor Lenders in accordance with the preceding provisions of this Section 2.13.
Appears in 3 contracts
Sources: Second Lien Term Loan Credit Agreement (PAE Inc), Second Lien Term Loan Credit Agreement (PAE Inc), First Lien Term Loan Credit Agreement (PAE Inc)
Replacement of Lenders. If any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c1.10(a)(ii) or (d) iii), Section 1.10(c), Section 2.06 or Section 5.05 4.04 with respect to any Lender which results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders or (z) in the case of a refusal certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b)13.12, the Borrower shall have the right right, if no Default under Section 10.01 or 10.05 and no Event of Default then exists (or, in the case of preceding clause (z), no Default under Section 10.01 or 10.05 and no Event of Default will exist immediately after giving effect to such replacement), to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”) and "), each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided PROVIDED that (i) at the time of any replacement pursuant to this Section 2.131.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments Commitment, and outstanding Revolving 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 (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and Lender, (II) an amount equal to all Unpaid Drawings 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 (III) all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.013.01, (y) each Issuing Lender an amount equal to such Replaced Lender's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender to such Issuing Lender and (z) the Swingline Lender an amount equal to such Replaced Lender's Percentage of any Mandatory Borrowings to the extent such amount was not theretofore funded by such Replaced Lender to the Swingline Lender and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.04 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, 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 2.101.10, 2.111.11, 5.042.06, 12.07 4.04, 12.06 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Credit Agreement (Alpine Group Inc /De/), Credit Agreement (Alpine Group Inc /De/)
Replacement of Lenders. If any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c2.10(a)(ii) or (d) iii), Section 2.10(c), Section 2.10(d), Section 3.06 or Section 5.05 5.04 with respect to any Lender which results in such Lender requesting reimbursement by the Borrower or (z) as provided in Section 13.12(b) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right right, if no Specified Default or Event of Default then exists (or, in the case of preceding clause (z) will exist immediately after giving effect to such replacement), to replace such Lender (the “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 (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Revolving Loans of, and in each case 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 (IA) an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Revolving Loans of the respective Replaced Lender under each Tranche Lender, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then accrued and unpaid interest with respect to which thereto at such Replaced Lender is being replaced time, and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (y) each Issuing Lender an amount equal to such Replaced Lender’s Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender to such Issuing Lender, together with all then accrued and unpaid interest with respect thereto at such time and (z) the Swingline Lender an amount equal to such Replaced Lender’s Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender to the Swingline Lender, together with all then accrued and unpaid interest thereon at such time and (ii) all obligations Obligations of the Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Revolving Note or Notes executed by the Borrower, 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 2.10, 2.11, 3.06, 5.04, 12.07 13.01 and 13.0113.06), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Credit Agreement (Flowers Foods Inc), Credit Agreement (Flowers Foods Inc)
Replacement of Lenders. (x) If any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Loans, (y) upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c) or (d2.09(a) or Section 5.05 4.04 with respect to any Lender which results in such Lender charging to the Borrower material increased costs in excess of the average costs being charged by the other Lenders, or (z) as provided in Section 14.11(b) in the case of a refusal certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as Lenders, the Borrower shall (and for its own cost) have the right, if no Default or Event of Default will exist immediately after giving effect to the extent) provided in Section 13.12(b)respective replacement, Borrower shall have the right to replace such Lender (the “Replaced Lender”) (subject to the consent of (a) the CIRR Representative if at such time interest is payable at the Fixed Rate and (b) the Hermes Agent) with one or more other Eligible Transferee or Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Facility Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04it being understood that all then-existing Lenders are reasonably acceptable); provided that that:
(ia) at the time of any replacement pursuant to this Section 2.132.12, the Replacement Lender shall enter into one or more Assignment and Assumptions Transfer Certificates pursuant to Section 13.04(b13.01(a) (and with all fees payable pursuant to said Section 13.04(b) 13.02 to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum (without duplication) of (Ix) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced Lender, and (IIy) an amount equal to all accrued, but theretofore unpaid, Fees Commitment Commission owing to the Replaced Lender pursuant to Section 4.01, 3.01;
(iib) all obligations of the Borrower due and owing to the Replaced Lender at such time (other than those specifically described in clause (ia) above above) in respect of which the assignment purchase price has been, or is concurrently being, paid) paid shall be paid in full to such Replaced Lender concurrently with such replacement; upon receipt by and
(c) if the Replaced Borrower elects to replace any Lender of all amounts required to be paid to it pursuant to this Section 2.13clause (x), the Administrative Agent shall be entitled (but not obligatedy) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes or (z) of this Section 2.13 and Section 13.04 and 2.12, the Borrower shall also replace each other Lender that qualifies for replacement under such clause (iii) in the case of any assignment resulting from clause x), (y) above, such assignment will result in a reduction in such compensation or payments thereafter(z). Upon the execution of the respective Assignment Transfer Certificate and Assumption, the payment of amounts referred to in clauses (ia) and (iib) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.09, 2.10, 2.114.04, 5.04, 12.07 14.01 and 13.0114.05), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (NCL CORP Ltd.)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (ya) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower shall have the right to replace such any Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Assignees (collectively, the “Replacement Lender”), if (x) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline such Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender is charging Borrower increased costs pursuant to Section 13.045.01 or 5.06 or such Lender becomes incapable of making LIBOR Loans as provided in Section 5.03 when other Lenders are generally able to do so, (y) such Lender is a Defaulting Lender or (z) such Lender is subject to Disqualification (and such Lender is notified by Borrower and Administrative Agent in writing of such Disqualification); provided provided, however, that (i) at the time of any replacement pursuant to this Section 2.13such replacement, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) Agreements (and with all fees payable pursuant to said Section 13.04(b13.05(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among or Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) or if the Replaced Lender in respect thereof is being replaced as a result of being a Defaulting Lender, then the Replacement Lender shall acquire all Loans and Commitments held by such Defaulting Lender), (ii) at the time of any such replacement, the Replaced Lender shall receive an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced such Lender under each Tranche with respect to which such Replaced Lender is (other than any Loans not being replaced acquired by a Replacement Lender), and (IIB) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.012.05 with respect to the Loans being assigned, as the case may be and (iiiii) all obligations of Borrower due and owing to the such Replaced Lender at such time (other than those specifically described in clause (i) above in respect of Replaced Lenders for which the assignment purchase price has been, or is concurrently being, paid) , and other than those relating to Loans or Commitments not being acquired by a Replacement Lender, but including any amounts which would be paid to a Lender pursuant to Section 5.05 if Borrower were prepaying a LIBOR Loan), as applicable, shall be paid in full to such Replaced Lender Lender, as applicable, concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in as the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereaftermay be. Upon the execution of the respective Assignment and AssumptionAgreement, the payment of amounts referred to in clauses (i), (ii) and (iiiii) above, recordation as applicable, the receipt of any consents that would be required for an assignment of the assignment on the Register pursuant subject Loans and Commitments to such Replacement Lender in accordance with Section 13.04 and13.05, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerif any, the Replacement Lender shall become a Lender hereunder and the Replaced Lender Lender, as applicable, shall cease to constitute a Lender hereunderhereunder and be released of all its obligations as a Lender, except with respect to indemnification provisions applicable to such Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Lender and, in the case of any Replaced Lender Lender, except with respect to actions Loans and Commitments of such Replaced Lender not being acquired by the Replacement Lender; provided, that if the applicable Replaced Lender does not execute the Assignment Agreement within three (3) Business Days after Borrower’s request, execution of such Assignment Agreement by the Replaced Lender shall not be required to effect such assignment.
(b) If any Lender is subject to a Disqualification (and such Lender is notified by Borrower and Administrative Agent in writing of such Disqualification), Borrower shall have the right to replace such Lender with a Replacement Lender in accordance with Section 2.11(a) or occurrences prior prepay the Loans held by such Lender, in each case, in accordance with any applicable provisions of Section 2.11(a), even if a Default or an Event of Default exists (notwithstanding anything contained in such Section 2.11(a) to it ceasing the contrary). Any such prepayment shall be deemed an optional prepayment, as set forth in Section 2.09 and shall not be required to be made on a pro rata basis with respect to Loans of the same Tranche as the Loans held by such Lender. Notice to such Lender hereundershall be given at least ten (10) days before the required date of transfer or prepayment (unless a shorter period is required by any Requirement of Law), as the case may be, and shall be accompanied by evidence demonstrating that such transfer or redemption is required pursuant to Gaming Laws. Upon receipt of a notice in accordance with the foregoing, the Replaced Lender shall cooperate with Borrower in effectuating the required transfer or prepayment within the time period set forth in such notice, not to be less than the minimum notice period set forth in the foregoing sentence (unless a shorter period is required under any Requirement of Law). Further, if the transfer or prepayment is triggered by notice from the Gaming Authority that the Lender is disqualified, commencing on the date the Gaming Authority provides the disqualification notice to Borrower, to the extent prohibited by law: (i) such Lender shall no longer receive any interest on the Loans; (ii) such Lender shall no longer exercise, directly or through any trustee or nominee, any right conferred by the Loans; and (iii) such Lender shall not receive any remuneration in any form from Borrower for services or otherwise in respect of the Loans.
Appears in 2 contracts
Sources: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, :
(ya) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders Instructing Group as (and to the extent) provided in Section 13.12(bClause 45.7 (Replacement of non-Instructing Group Lender); or
(b) is owed any amounts under any of Clauses 18 (Taxes), 19.1 (Increased Costs) or 20 (Illegality) in a material amount in excess of those being generally charged by the other Lenders, the relevant Borrower shall have the right right, in accordance with the requirements of Clause 39.3 (Assignments or Transfers by Lenders), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Institution or Eligible Institutions (collectively, the “Replacement Lender”) and ), each of whom shall be required to be reasonably acceptable to the Administrative AgentAgent or, in the Swingline case of a replacement as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) where the consent of the respective Lender and is required with respect to less than all its Outstandings or Commitments, at the option of that Borrower, to replace only the Commitments and/or Outstandings of such Lender in respect of each Issuing Bank (to Facility where the extent consent of such Lender would otherwise be individually required, with identical Commitments and/or Outstandings of the Administrative Agent’srespective Facility provided by the Replacement Lender, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that that:
(i) at the time of any replacement pursuant to this Section 2.13Clause 21.1, the Replacement Lender and the Replaced Lender shall enter into one or more Assignment and Assumptions Transfer Certificate(s) pursuant to Section 13.04(bClause 39.5 (Transfer Certificate) (and with all fees payable pursuant to said Section 13.04(bClause 39.5 (Transfer Certificate) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans all Outstandings (or, in the case of the replacement of less than all Commitments and Outstandings of the respective Replaced Lender, all the Commitments and all Outstandings relating to the Facility with respect to which such Lender is being replaced) of, and all participations in all then Outstanding L/C Amounts where the respective Lender is being replaced by, the Replacement Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum (in the relevant currency or currencies) of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans then Outstandings of the respective Replaced Lender under each Tranche Facility with respect to which such Replaced Lender is being replaced replaced, (B) all unpaid amounts (the “Unpaid L/Cs”) under Clause 5.5(b) (Claims under a Documentary Credit) with respect to which the respective Replaced Lender is being replaced, in each case that have been funded by (and not reimbursed to) such Replaced Lender at such time, together with all then unpaid interest with respect thereto at such time and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender (but only with respect to the relevant Facility or Facilities, in the case of the replacement of less than all Outstandings then held by the respective Replaced Lender) pursuant to Section 4.01Clause 17 (Commissions and Fees) and (y) in the case of the replacement of any Revolving Facility Commitment, the respective L/C Bank amounts equal to such Replaced Lender’s Proportion of any Unpaid L/Cs evidenced by such Commitments (which at such time remain Unpaid L/Cs) with respect to Documentary Credits issued by such L/C Bank to the extent such amount was not theretofore funded by such Replaced Lender, without duplication; and
(ii) all obligations of Borrower due and the Borrowers owing to the Replaced Lender at in respect of each Facility where such time Replaced Lender is being replaced (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionTransfer Certificate(s), the payment of amounts referred to in clauses sub-paragraphs (i) and (ii) above, above and recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested transfer by the Replacement LenderAgent, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, (x) the Replacement Lender shall become a Lender hereunder and and, unless the respective Replaced Lender continues to have Term Facility Outstandings or any Commitment hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.10Clauses 18 (Taxes), 2.1119.1 (Increased Costs), 5.0433 (Borrower’s Indemnities), 12.07 37 (Sharing Among the Finance Parties) and 13.0140 (Costs and Expenses)), which shall survive as to such Replaced Lender with respect and (y) in the case of the replacement of any Revolving Facility Commitment pursuant to actions or occurrences prior this Clause 21.1, the respective Proportions of the Lenders relating to it ceasing the Revolving Facility shall be automatically adjusted at such time to be a Lender hereundergive effect to such replacement.
Appears in 2 contracts
Sources: Senior Facilities Agreement (Buhrmann Nv), Senior Facilities Agreement (Corporate Express N.V.)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of is owed increased costs under Section 2.10(b), (c3.5(a)(ii) or (diii) or Section 5.05 with respect 3.5(c) or the Borrowers are required to such make any payments under Section 4.8(c) to any Lender or (z) materially in excess of those of the case of a refusal by a Lender to consent to proposed changesother Lenders, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower Borrowers shall have the right right, if no Default or Event of Default then exists, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Assignee or Assignees (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.133.6, the Replaced Lender and Replacement Lender shall enter into one or more Assignment assignment agreements, in form and Assumptions pursuant substance satisfactory to Section 13.04(b) (such parties and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among BorrowerAdministrative Agent, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all or a portion, as the case may be, of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (ii) all obligations of Borrower due and the Borrowers owing to the Replaced Lender at relating to the Loans so replaced (including, without limitation, such time (other than increased costs and excluding those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, being paid) shall be paid in full to such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumptionassignment documentation, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerthe Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute be a Lender hereunderhereunder with respect to such replaced Loans, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender. The Replaced Lender with respect shall be required to actions or occurrences prior to it ceasing deliver for cancellation its Notes to be a Lender hereundercancelled on the date of replacement, or if any such Note is lost or unavailable, such other assurances or indemnification therefor as the Funds Administrator may reasonably request.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Huntsman LLC), Revolving Credit Agreement (Huntsman Petrochemical Finance Co)
Replacement of Lenders. If the Borrower is required pursuant to Section 2.07(c), 2.11 or 2.12 to make any additional payment to any Lender, or if any Lender’s obligation to make or continue, or to convert Alternate Base Rate Advances into, Eurodollar Rate Advances shall be suspended pursuant to 2.02(c)(ii), 2.02(c)(iv) or 2.04(c), or if any Lender becomes is a Defaulting Lender, a Non-Extending Lender or a Non-Consenting Lender (y) upon the occurrence of any Lender so affected, an event giving rise to the operation of Section 2.10(b“Affected Lender”), (c) the Borrower may elect, if such amounts continue to be charged or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changessuspension is still effective, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower shall have the right to replace such Affected Lender as a Lender party to this Agreement, provided that (the “Replaced Lender”a) with one or more other Eligible Transferees, none no Event of whom Default shall constitute a Defaulting Lender have occurred and be continuing at the time of such replacement; (b) such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to at the Administrative AgentBorrower’s sole expense and effort, including the Swingline Lender and each Issuing Bank (to payment of the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to administrative fee referenced in Section 13.049.06(a); provided that (ic) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (ii) all obligations of Borrower due and owing to the Replaced Lender at such time (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 receipt by , another bank or other entity (which entity shall be an Eligible Assignee or an Approved Affiliate) shall agree, as of such date, to purchase for cash at par the Replaced Advances and other Obligations due to the Affected Lender of all amounts required to be paid to it pursuant to an assignment substantially in the form of Exhibit A and to become a Lender for all purposes under this Section 2.13, Agreement and to assume all obligations of the Administrative Agent shall be entitled (but not obligated) and authorized Affected Lender which as to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Affected Lender shall be effective for purposes terminated as of this such date and to comply with the requirements of Section 2.13 and Section 13.04 9.06 applicable to assignments; and (iiid) concurrently with such replacement, the Borrower shall pay to such Affected Lender in same day funds on the case day of such replacement 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 2.07(c), 2.11 and 2.12, as applicable. A Lender shall not be required to make any assignment resulting from clause (y) above, such assignment will and delegation if, prior thereto, as a result in of a reduction in waiver by such compensation Lender or payments thereafter. Upon the execution of the respective Assignment and AssumptionIssuing Bank, as applicable, or otherwise, the payment of amounts referred circumstances entitling the Borrower to in clauses (i) require such assignment and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall delegation cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderapply.
Appears in 2 contracts
Sources: Credit Agreement (Holly Energy Partners Lp), Credit Agreement (Holly Energy Partners Lp)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (ya) upon Upon the occurrence of an any event giving rise to the operation of Section 2.10(b1.11(a)(ii) or (iii), Section 1.11(c) or Section 3.04 with respect to any Lender which results in such Lender charging to any Borrower increased costs in excess of those being generally charged by the other Lenders, (b) if a Lender becomes a Defaulting Lender, (c) or if a Lender becomes a Non-Continuing Lender, (d) if a Lender fails to maintain a long-term debt rating of at least BBB- as determined by Standard & Poor's Corporation and at least Baa3 as determined by ▇▇▇▇▇'▇ Investors Service, Inc., (e) if a Lender fails to deliver the opinion or opinions as required pursuant to Section 5.05 with respect to such Lender or 11.02 and/or (zf) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (Lenders, Parent and to the extent) provided in Section 13.12(b), Borrower Corp. shall have the right right, if no Default or Event of Default then exists, to replace such Lender (the “"Replaced Lender”) "), upon prior written notice to the Administrative Agent and such Replaced Lender, with one or more other Eligible TransfereesPerson or Persons, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.131.14, the Replacement Lender and the Replaced Lender shall enter into one or more Assignment and Assumptions Agreements pursuant to Section 13.04(b11.04(b) (and with all fees payable pursuant to said Section 13.04(b11.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (IA) an amount equal to the principal amount of, and all accrued but unpaid interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (IIB) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.012.01, and (ii) all obligations of Borrower due and the Borrowers under the Credit Documents owing to the Replaced Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), including without limitation all amounts owing to the Replaced Lender under Section 1.12 as a result of the assignment of its Loans under clause (i) above, shall be paid in full to such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAgreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerthe relevant Borrowers, 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 applicable to the Replaced Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Credit Agreement (Mbia Inc), Credit Agreement (Mbia Inc)
Replacement of Lenders. If If
(a) the Administrative Borrower receives notice from any Lender requesting increased costs or additional amounts under Sections 4.3, 4.5 or 4.6 not being requested generally by other Lenders, (b) any Lender is affected in the manner described in Section 4.1, or (c) a Lender becomes a Defaulting Lender, (y) upon then, in each case, the occurrence of an event giving rise to Borrowers shall have the operation of Section 2.10(b)right, (c) or (d) or Section 5.05 with respect to such Lender or (z) so long as no Default shall have occurred and be continuing, and unless, in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as clause (and to the extent) provided in Section 13.12(ba), Borrower shall 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 have the right to any payments provided for under Sections 4.3, 4.5 or 4.6 in respect of such conditions, to replace in its entirety such Lender (the “"Replaced Lender”) with one or more other Eligible Transferees"), none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable upon prior written notice to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s Agent and such Issuing Bank’s consent would be required for an assignment to such Replaced Lender, with Replacement Lender pursuant to Section 13.04)Lenders; provided that (i) provided, however, that, at the time of any replacement pursuant to this Section 2.134.11, the Replaced Lender and the Replacement Lender Lenders shall enter into (and each Replaced Lender hereby unconditionally agreeing to enter into) one or more Lender Assignment and Assumptions pursuant to Section 13.04(bAgreement(s) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrowerappropriately completed), the Replacement Lender and the Replaced Lender)) pursuant to which (i) the Replacement Lender shall acquire all of the Commitments and outstanding Revolving Loans of the Replaced Lender and, in connection therewith, shall pay to (x) to the Replaced Lender in respect thereof an amount equal to the sum of (Ia) an amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (IIb) an amount equal to all accrued, accrued but theretofore unpaid, Fees unpaid fees owing to the Replaced Lender pursuant to Section 4.01Sections 3.3.1 and 3.3.3, 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 (ii) all obligations of Borrower due and owing the Borrowers shall pay to the Replaced Lender at such time (any 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 amounts payable to such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all under this Agreement (including amounts required payable under Sections 4.1, 4.3, 4.4, 4.5 and 4.6 which have accrued to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf date of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafterreplacement). Upon the execution of the respective Lender Assignment and AssumptionAgreement(s), the payment of the amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 preceding sentence and, if so requested by the Replacement LenderLenders, delivery to the Replacement Lender Lenders of the appropriate Note or Notes applicable Note(s) executed by the Borrower, the Replacement Lender Lenders shall automatically become a Lender Lenders 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 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender. It is understood and agreed that if any Replaced Lender with respect shall fail to actions or occurrences prior to it ceasing to be enter into a Lender hereunderAssignment Agreement in accordance with the foregoing, it shall be deemed to have entered into such a Lender Assignment Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Winn Dixie Stores Inc), Credit Agreement (Winn Dixie Stores Inc)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower shall have the right right, if no Default then exists, to replace such any Lender (the “Replaced Lender”"REPLACED LENDER") with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at Persons reasonably acceptable to the time of such replacement Lead Arranger (collectively, the “Replacement Lender”"REPLACEMENT LENDER") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline if (x) such Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender is charging Borrower increased costs pursuant to Section 13.045.01 or 5.06 in excess of those being charged generally by the other Lenders or such Lender becomes incapable of making LIBOR Loans as provided in Section 5.03 and/or (y) as provided in Section 12.04(ii), such Lender refuses to consent to certain proposed amendments, waivers or modifications with respect to this Agreement; provided PROVIDED, HOWEVER, that (i) at the time of any replacement pursuant to this Section 2.132.11, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to assignment agreements in accordance with Section 13.04(b12.06(b) (and with all fees payable pursuant to said Section 13.04(b) 12.06 to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of, and in each case Letter of Credit Interests for, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof Lender, an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche Lender, (B) all Reimbursement Obligations owing to such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time, and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.012.05, and (y) the Issuing Lender an amount equal to such Replaced Lender's Revolving Credit Commitment Percentage of any Reimbursement Obligations (which at such time remains a Reimbursement Obligation) to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations of Borrower due and owing to the Replaced Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including any amounts which would be paid to a Lender pursuant to Section 5.05 if Borrower were prepaying a LIBOR Loan) shall be paid in full to such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumptionapplicable assignment agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunderhereunder and be released of all its obligations as a Lender, except with respect to indemnification provisions applicable to the Replaced Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Credit Agreement (Atrium Companies Inc), Credit Agreement (Atrium Companies Inc)
Replacement of Lenders. (a) (x) If any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Revolving Loans or fund Unpaid Drawings, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c2.11(a)(ii) or (d) iii), Section 2.11(c), Section 3.06 or Section 5.05 5.04 with respect to any Lender which results in such Lender charging to any Borrower increased costs in excess of those being generally charged by the other Lenders or (z) in the case of a the refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b)14.11, the U.S. Borrower shall have the right right, if no Default or Event of Default will exist immediately after giving effect to such replacement, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to and, if the extent Person serving as the Administrative Agent’sAgent is not a Canadian Lender, the Swingline any Canadian Lender whose Maximum Canadian Dollar Revolving Loan Sub-Commitment is not exceeded by any other Canadian Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that that:
(i) any Replacement Lender in a replacement pursuant to this Section 2.14(a) (with each such replacement being herein called a “Replacement”) shall be required to comply with the requirements of Section 14.03(b) and at the time of any replacement pursuant to this Section 2.13, Replacement the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b14.03(b) (and with shall pay all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender14.03(b)) pursuant to which the Replacement Lender shall acquire all of the Commitments (and related sub-commitments) and outstanding Revolving Loans of, and in each case 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 amounts (in the respective currencies in which such obligations are denominated) equal to the sum of (I) an amount equal to the principal ofof (including, without limitation, the Face Amount of Bankers’ Acceptance Loans), and all accrued interest on, all outstanding Revolving Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and Lender, (II) an amount equal to all Unpaid Drawings 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 (III) all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, and (y) the Issuing Bank an amount equal to such Replaced Lender’s Dollar Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender to such Issuing Bank and
(ii) all obligations of Borrower the Borrowers due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled .
(but not obligatedb) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.04 14.14 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Revolving Note or Revolving Notes executed by Borrowerthe respective Borrowers, 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 2.102.11, 2.112.12, 2.16, 3.06, 5.04, 12.07 13.06 and 13.0114.01), which shall survive as to such Replaced Lender. In connection with any replacement of Lenders pursuant to, and as contemplated by, this Section 2.14, each of the Borrowers hereby irrevocably authorizes the U.S. Borrower to take all necessary action, in the name of the U.S. Borrower, as described above in this Section 2.14 in order to effect the replacement of the respective Lender or Lenders in accordance with respect to actions or occurrences prior to it the preceding provisions of this Section 2.14. Upon the Replaced Lender ceasing to be a Lender hereunder, such Replaced Lender agrees to promptly return to the U.S. Borrower any Revolving Note or Revolving Notes theretofore delivered to such Replaced Lender pursuant to this Agreement marked “cancelled”, or if such Replaced Lender has lost or cannot find any such Revolving Note or Revolving Notes, such Replaced Lender will execute and deliver to the U.S. Borrower a customary lost note and indemnity agreement in form and substance reasonably satisfactory to the U.S. Borrower.
Appears in 2 contracts
Sources: Credit Agreement (Host Marriott L P), Credit Agreement (Host Marriott Corp/)
Replacement of Lenders. (a) If any Lender becomes a Defaulting Lender, (yb) upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c) 2.10 or (d) or Section 5.05 4.04 with respect to any Lender which results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders or (zc) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b11.12(b), the Borrower shall have the right right, subject to Section 11.12(c), in accordance with Section 11.04(b), if no Default or Event of Default then exists or would exist after giving effect to such replacement, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom which shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that that:
(iA) at the time of any replacement pursuant to this Section 2.132.09, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b11.04(b) (and with all fees payable pursuant to said Section 13.04(b11.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments (if any) and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (Ix) an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced Lender, and (IIy) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 3.01; and
(iiB) all obligations of the Borrower due and then owing to the Replaced Lender at such time (other than those specifically described in clause (iA) 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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Endeavour International Corp), Credit Agreement (Endeavour International Corp)
Replacement of Lenders. If (a) The Borrower may, at any time and so long as no Default or Event of Default has then occurred and is continuing, replace any Lender becomes a Defaulting Lender, (yi) upon that has requested compensation from the occurrence of an event giving rise to the operation of Borrower under Section 2.10(b2.16(a), 2.16(b) or 2.17 (cii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.16(d) or (diii) that shall refuse to fund, or Section 5.05 with respect otherwise default in the funding, of its ratable share of any Borrowing requested and permitted to be made hereunder and such refusal has not been withdrawn or such default has not been cured within three (3) Business Days after the Borrower has given such Lender written notice thereof, in any case under clauses (i) through (iii) above by written notice to such Lender and the Agent given not more than thirty (30) days after any such event and identifying one or (z) in the case more Persons each of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (shall be an Eligible Assignee and reasonably acceptable to the extentAgent (each, a "Replacement Lender," and collectively, the "Replacement Lenders") provided in Section 13.12(b), Borrower shall have the right to replace such Lender (the “"Replaced Lender”) with one or more other Eligible Transferees"), none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) the notice from the -------- Borrower to the Replaced Lender and the Agent provided for hereinabove shall specify an effective date for such replacement (the "Replacement Effective Date"), which shall be at least five (5) Business Days after such notice is given, (ii) as of the time of any replacement pursuant to this Section 2.13relevant Replacement Effective Date, the each Replacement Lender shall enter into one or more an Assignment and Assumptions Acceptance with the Replaced Lender pursuant to Section 13.04(b10.7(a) (and with all fees but shall not be required to pay the processing fee otherwise payable to the Agent pursuant to said Section 13.04(b) to 10.7(a), which fee, for purposes hereunder, shall be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrowerwaived), the Replacement Lender and the Replaced Lender)) pursuant to which such Replacement Lenders collectively shall acquire, in such proportion among them as they may agree with the Replacement Lender shall acquire Borrower and the Agent, all (but not less than all) of the Commitments Commitment and outstanding Loans of the Replaced Lender Lender, and, in connection therewith, shall pay to (x) to the Replaced Lender Lender, as the purchase price in respect thereof thereof, an amount equal to the sum as of the Replacement Effective Date (without duplication) of (I1) an the unpaid principal amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II2) an amount equal to the Replaced Lender's ratable share of all accrued, accrued but theretofore unpaid, Fees unpaid fees owing to the Replaced Lender pursuant under Section 2.9(b), and (y) to the Agent, for its own account, any amount owing to the Agent by the Replaced Lender under Section 4.012.3(b), and (iiiii) all other obligations of the Borrower due and owing to the Replaced Lender at such time (other than those specifically described in clause (iii) above in respect of which the assignment purchase price has been, or is concurrently being, paid), including, without limitation, amounts payable under Section 2.16(a) and (b) which give rise to the replacement of such Replaced Lender and amounts payable under Section 2.18 as a result of the actions required to be taken under this Section 2.19, shall be paid in full by the Borrower to such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery prior to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderEffective Date.
Appears in 2 contracts
Sources: Credit Agreement (Markel Holdings Inc), Credit Agreement (Markel Corp)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower shall have the right to replace such any Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Assignees (collectively, the “Replacement Lender”), if (x) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline such Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender is charging Borrower increased costs pursuant to Section 13.045.01 or 5.06 or such Lender becomes incapable of making LIBOR Loans as provided in Section 5.03 when other Lenders are generally able to do so, (y) such Lender is a Defaulting Lender or (z) such Lender is subject to Disqualification (and such Lender is notified by Borrower and Administrative Agent in writing of such Disqualification); provided provided, however, that (i) at the time of any replacement pursuant to this Section 2.13such replacement, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) Agreements (and with all fees payable pursuant to said Section 13.04(b13.05(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among or Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, and in each case L/C Interests of, the Replaced Lender and, in connection therewith, shall pay to (x) or if the Replaced Lender in respect thereof is being replaced as a result of being a Defaulting Lender, then the Replacement Lender shall acquire all Revolving Commitments, Revolving Loans and L/C Interests of such Replaced Lender under one or more Tranches of Revolving Commitments or, at the option of Borrower and such Replacement Lender, all other Loans and Commitments held by such Defaulting Lender), (ii) at the time of any such replacement, the Replaced Lender shall receive an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of such Lender (other than any Loans not being acquired by a Replacement Lender), (B) all Reimbursement Obligations (expressed in Dollars in the respective Replaced Lender under each Tranche amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternate Currency) owing to such Lender, together with all then unpaid interest with respect thereto at such time, in the event Revolving Loans or Revolving Commitments owing to which such Replaced Lender is are being replaced repaid and terminated or acquired, as the case may be, and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.012.05 with respect to the Loans being assigned, as the case may be and (iiiii) all obligations of Borrower due and owing to the such Replaced Lender at such time (other than those specifically described in clause (i) above in respect of Replaced Lenders for which the assignment purchase price has been, or is concurrently being, paid) , and other than those relating to Loans or Commitments not being acquired by a Replacement Lender, but including any amounts which would be paid to a Lender pursuant to Section 5.05 if Borrower were prepaying a LIBOR Loan), as applicable, shall be paid in full to such Replaced Lender Lender, as applicable, concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in as the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereaftermay be. Upon the execution of the respective Assignment and AssumptionAgreement, the payment of amounts referred to in clauses (i), (ii) and (iiiii) above, recordation as applicable, the receipt of any consents that would be required for an assignment of the assignment on the Register pursuant subject Loans and Commitments to such Replacement Lender in accordance with Section 13.04 and13.05, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerif any, the Replacement Lender shall become a Lender hereunder and the Replaced Lender Lender, as applicable, shall cease to constitute a Lender hereunderhereunder and be released of all its obligations as a Lender, except with respect to indemnification provisions applicable to such Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Lender and, in the case of any Replaced Lender Lender, except with respect to actions or occurrences prior Loans, Commitments and L/C Interests of such Replaced Lender not being acquired by the Replacement Lender; provided, that if the applicable Replaced Lender does not execute the Assignment Agreement within three (3) Business Days after Borrower’s request, execution of such Assignment Agreement by the Replaced Lender shall not be required to it ceasing to be a Lender hereundereffect such assignment.
Appears in 2 contracts
Sources: Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Resorts LTD)
Replacement of Lenders. If If, at any time (a) the Borrower becomes obligated to pay additional amounts described in Sections 2.12 or 2.13 as a result of any conditions described in such Sections, (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 Defaulting "Non- consenting Lender, " (y) upon the occurrence of an event giving rise to the operation of as defined below in this Section 2.10(b), (c2.16) or (d) or Section 5.05 with respect to such any Lender or (z) in becomes a Non-Funding Lender, then the case of a refusal by a Lender to consent to proposed changesBorrower may, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and on ten Business Days prior written notice to the extent) provided in Section 13.12(b)Administrative Agent and such Lender, Borrower shall have the right to replace such Lender by causing such Lender to (and such Lender shall) assign pursuant to Section 9.4(b) all of its rights and obligations under this Agreement to a Lender or other entity selected by the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) Borrower and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (Agent for a purchase price equal to the extent the Administrative Agent’s, the Swingline outstanding principal amount of such Lender’s 's Loans and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04)all accrued interest and fees and other amounts payable hereunder; provided that (i) at the time of any replacement pursuant Borrower shall have no right to this Section 2.13, replace the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01Administrative Agent, (ii) all obligations of Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, neither the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and nor any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and have any obligation to the Borrower to find a replacement Lender or other such entity, (iii) in the event of replacement of a Non-consenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section, 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 Non-consenting 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, 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, the Borrower shall pay such additional amounts to such Lender 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 assignment resulting from clause provisions of the Loan Documents or to agree to any amendment thereto, (y) abovethe consent, such assignment will result waiver or amendment in a reduction in such compensation or payments thereafter. Upon question requires the execution consent of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) all Lenders and (iiz) abovethe Required Lenders have agreed to such consent, recordation of the assignment on the Register waiver or amendment, then any such Lender who does not agree to such consent, waiver or amendment shall be deemed a "Non- consenting Lender". The Borrower's right to replace a Non-Funding Lender pursuant to this Section 13.04 and2.16 is, if so requested by the Replacement Lenderand shall be, delivery in addition to, and not in lieu of, all other rights and remedies available to the Replacement Borrower against such Non-Funding Lender of the appropriate Note or Notes executed by Borrower, 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 (includingAgreement, without limitationat law, Sections 2.10in equity, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderby statute.
Appears in 2 contracts
Sources: Credit Agreement (Hicks Thomas O), Credit Agreement (Hicks Thomas O)
Replacement of Lenders. If any Lender becomes (an “Affected Lender”) (a) makes demand upon Borrowers for (or if Borrowers are otherwise required to pay) amounts pursuant to Section 3.7, 3.9 or 3.10 hereof, (b) is unable to make or maintain Term SOFR Rate Loans as a result of a condition described in Section 2.2(h) hereof, (c) is a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) denies any consent requested by Agent pursuant to Section 16.2(b) hereof, Borrowers may, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing Borrowers to be required to pay such compensation or causing Section 5.05 with respect 2.2(h) hereof to be applicable), or such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute becoming a Defaulting Lender at or denial of a request by Agent pursuant to Section 16.2(b) hereof, as the time of case may be, by notice in writing to Agent and such Affected Lender (i) request the Affected Lender to cooperate with Borrowers in obtaining a replacement Lender satisfactory to Agent and Borrowers (collectively, the “Replacement Lender”); (ii) request the non-Affected Lenders to acquire and each assume all of whom the Affected Lender’s Advances and its Revolving Commitment Percentage, as provided herein, but none of such Lenders shall be required under any obligation to do so; or (iii) propose a Replacement Lender subject to approval by Agent in its good faith business judgment. If any satisfactory Replacement Lender shall be reasonably acceptable obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Affected Lender’s Advances and its Revolving Commitment Percentage, then such Issuing Bank’s consent would be required for an assignment Affected Lender shall assign, in accordance with Section 16.3 hereof, all of its Advances and its Revolving Commitment Percentage, and other rights and obligations under this Agreement and the Other Documents to such Replacement Lender pursuant to Section 13.04); provided that (i) at or non-Affected Lenders, as the time of any replacement pursuant to this Section 2.13case may be, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all in exchange for payment of the Commitments principal amount so assigned and outstanding Loans of all interest and fees accrued on the Replaced Lender andamount so assigned, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal plus all other Obligations then due and payable to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (ii) all obligations of Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Affected Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (Ugi Corp /Pa/), Revolving Credit and Security Agreement (Ugi Corp /Pa/)
Replacement of Lenders. If any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c1.10(a)(ii) or (d) iii), Section 1.10(c), Section 2.06 or Section 5.05 4.04 with respect to any Lender which results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the Lenders or (z) as provided in Section 13.12(b) in the case of a refusal certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to Lenders, the extent) provided in Section 13.12(b), Borrower shall have the right right, if no Default or Event of Default then exists, to replace such Lender (the “"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 (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.131.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced 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 (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche Lender, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.013.01 and (y) BTCo an amount equal to such Replaced Lender's Adjusted Percentage (for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Lender) of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above 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 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender and (y) the Adjusted Percentages of the Lenders shall be automatically adjusted at such time to give effect to such replacement (and to give effect to the replacement of a Defaulting Lender with respect to actions one or occurrences prior to it ceasing to be a Lender hereundermore Non-Defaulting Lenders).
Appears in 2 contracts
Sources: Credit Agreement (Universal Compression Inc), Credit Agreement (Universal Compression Holdings Inc)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (ya) upon Upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c1.11(a)(ii) or (d) iii), Section 1.11(c), Section 1.11(d), Section 2.06 or Section 5.05 4.04 with respect to any Lender which results in such Lender or charging to each Borrower increased costs in excess of those being generally charged by the other Lenders, (zb) if a Lender becomes a Defaulting Lender, and/or (c) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (and to Lenders, the extent) provided in Section 13.12(b), Borrower Company shall have the right right, if no Default or Event of Default then exists, to replace such Lender (the “Replaced Lender”) ), upon prior written notice to the Administrative Agent and such Replaced Lender, with one or more other Eligible TransfereesPerson or Persons, none of whom shall constitute be a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.131.14, the Replacement Lender and the Replaced Lender shall enter into one or more Assignment and Assumptions Agreements pursuant to Section 13.04(b12.04(b) (and with all fees payable pursuant to said Section 13.04(b12.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (IA) an amount equal to the principal amount of, and all accrued but unpaid interest on, all outstanding Loans of the respective Replaced Lender under each Tranche Lender, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 3.01; (ii) all obligations of Borrower due and the Borrowers under the Credit Documents owing to the Replaced Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), including without limitation all amounts owing to the Replaced Lender under Section 1.12 as a result of the assignment of its Loans under clause (i) above, shall be paid in full to such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it and (iii) no assignment pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender 1.14 shall be effective until all of the then outstanding Several Letters of Credit are returned by each respective beneficiary to the Issuing Agent for purposes cancellation in exchange for new or amended Several Letters of this Section 2.13 and Section 13.04 and Credit which give effect to such assignment (iii) in it being understood that to the case of any assignment resulting from clause (y) aboveextent the respective beneficiaries do not consent to such assignment, such assignment will result in a reduction in such compensation or payments thereaftercannot occur). Upon the execution of the respective Assignment and AssumptionAgreements, the payment of amounts referred to in clauses (i) and (ii) aboveabove and the return, recordation cancellation and exchange of the assignment on the Register pursuant to Section 13.04 each then outstanding Several Letter of Credit as provided above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerthe relevant Borrowers, 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 applicable to the Replaced Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Credit Agreement (Partnerre LTD), Credit Agreement (Partnerre LTD)
Replacement of Lenders. (a) (x) If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c2.11(a)(B) or (dC), Section 2.11(c) or Section 5.05 4.04 with respect to any Lender which results in such Lender charging to the Borrower increased costs, additional amounts or indemnifications or (z) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement that requires the consent of each Lender or each directly and adversely affected Lender which have has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b12.12(a), the Borrower shall have the right right, (I) to terminate the Term Loan Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date or (II) in accordance with Section 12.04 to replace such Lender (the “Replaced Lender”) with one or more other Eligible TransfereesAssignees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom which shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to under Section 13.0412.04); provided that that:
(i) in the case of clause (II) above, at the time of any replacement pursuant to this Section 2.132.14, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) 12.04 (and with all fees payable pursuant to said Section 13.04(b) 12.04 to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Term Loan Commitments and outstanding Term Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, Lender; and
(ii) all obligations of the Borrower due and then owing to the Replaced Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 2.12 and, to the extent such Replaced Lender is being replaced pursuant to this Section 2.14 for failing to consent to an amendment to effect a Repricing Transaction without applying the Prepayment Fee that would otherwise have been payable, the Prepayment Fee that would have otherwise been payable to such Replaced Lender if such Replaced Lender had consented to effect such Repricing Transaction) shall be paid in full to such Replaced Lender concurrently with such replacement; upon .
(b) Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.132.14, the Administrative Agent or the Borrower shall be entitled (but not obligated) and is authorized (which authorization is coupled with an interest) to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.2.14
Appears in 2 contracts
Sources: First Lien Credit and Guarantee Agreement (Janus International Group, Inc.), First Lien Credit and Guarantee Agreement (Janus International Group, Inc.)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c2.10(a)(ii) or (d) iii), Section 2.10(c), Section 3.06 or Section 5.05 5.04 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the U.S. Borrower shall have the right right, if no Default or Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the U.S. Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans (other than Bankers’ Acceptances and B/A Equivalent Notes) of, and in each case 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 (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (including the Face Amount of any outstanding Bankers’ Acceptances and B/A Equivalent Notes) of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced replaced, (II) an amount equal to the Face Amount of any outstanding B/A Instrument of the respective Replaced Lender in satisfaction of the obligations of the Canadian Borrower to repay the B/A Instrument on the maturity thereof, (III) an amount equal to all Unpaid Drawings (if any) under each Tranche with respect to which the respective Replaced Lender is being replaced, in each case 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 (IIIV) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (y) in the case of the replacement of any Canadian Borrower Revolving Loan Commitment and/or U.S. Borrower Revolving Loan Commitment, the respective Issuing Lender amounts equal to such Replaced Lender’s Canadian Borrower RL Percentage and/or U.S. Borrower RL Percentage, as the case may be, of any Unpaid Drawings pursuant to Letters of Credit issued pursuant to the respective Tranche evidenced by such Commitments (which at such time remain Unpaid Drawings) with respect to Letters of Credit issued by such Issuing Lender to the extent such amount was not theretofore funded by such Replaced Lender, and (z) in the case of any replacement of U.S. Revolving Loan Commitments, the Swingline Lender, an amount equal to such Replaced Lender’s pro rata share of any Mandatory U.S. RL Borrowing (as appropriate) (determined in accordance with Sections 2.01(g), 2.01(h) and 2.07), to the extent such amount was not theretofore funded by such Replaced Lender, without duplication, (ii) all obligations of Borrower the Borrowers due and owing to the Replaced Lender at such time (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 replacement and (iii) if the respective Replaced Lender has a related Canadian Borrower RL Lender, or if the Replaced Lender is a Canadian Borrower RL Lender which has a related Lender, all of the actions specified above in this Section 2.13 shall be taken with respect to both the respective Lender and Canadian Borrower RL Lender (who shall be treated collectively as a Replaced Lender). Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the respective 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 2.10, 2.11, 3.06, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender and (y) in the case of the replacement of any Canadian Borrower Revolving Loan Commitment or U.S. Borrower Revolving Loan Commitment pursuant to this Section 2.13, the Canadian Borrower RL Percentages and/or U.S. Borrower RL Percentages, as the case may be, of the Lenders shall be automatically adjusted at such time to give effect to such replacement. In connection with respect any replacement of Lenders pursuant to, and as contemplated by, this Section 2.13, each of the U.S. Borrower and the Canadian Borrower hereby irrevocably authorizes Holdings to actions take all necessary action, in the name of the U.S. Borrower or occurrences prior to it ceasing to be a Lender hereunder.the Canadian Borrower, as the case may be, as described above in this
Appears in 2 contracts
Sources: Credit Agreement (Bway Parent Company, Inc.), Credit Agreement (Phoenix Container, Inc.)
Replacement of Lenders. (a) If any Lender becomes a Defaulting Lender, (yb) upon the occurrence of an any event giving rise to the operation of Section 2.10(b2.10(a)(ii) or (iii), Section 2.10(c), Section 3.06 or Section 5.04 with respect to any Lender which results in such Lender charging to any Borrower increased costs in excess of those being generally charged by the other Lenders, (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b)) or (d) in the case of the rejection (or deemed rejection) by a Lender of the Extension under Section 2.19(a) which Extension has been accepted under Section 2.19(a) by the Required Lenders, Borrower Holdings shall have the right right, in accordance with Section 13.04(b), if no Default or Event of Default then exists or would exist after giving effect to such replacement, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom which shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s , Fronting Lending (unless such Person will not be a Participating Specified Foreign Currency Lender) and such any Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04)Lender; provided that that:
(i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among BorrowerBorrowers or, if otherwise agreed, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire the entire Commitment and all outstanding Revolving Loans (other than Bankers’ Acceptance Loans) and all participations in Letters of the Commitments and outstanding Loans of Credit by, the Replaced Lender and, in connection therewith, shall pay to (xi) the Replaced Lender in respect thereof an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (other than Bankers’ Acceptances and B/A Equivalent Notes) of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced replaced, (B) an amount equal to the Face Amount of any outstanding B/A Instrument of the respective Replaced Lender in satisfaction of the obligations of the Borrower to repay the B/A Instrument on the maturity thereof, (C) an amount equal to all Unpaid Drawings (if any) 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 (IID) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (ii) each Issuing Lender an amount equal to such Replaced Lender’s U.S. Facility RL Percentage or Canadian Facility RL Percentage, as the case may be, of any Unpaid Drawing relating to Letters of Credit issued by such Issuing Lender under such Tranche (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender and (iii) the Swingline Lender an amount equal to such Replaced Lender’s U.S. Facility RL Percentage or Canadian Facility RL Percentage, as the case may be, of any Mandatory Borrowing under such Tranche to the extent such amount was not theretofore funded by such Replaced Lender to the Swingline Lender; and
(ii) all obligations of Borrower due and the Borrowers then owing to the Replaced Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 2.11 shall be paid in full to such Replaced Lender concurrently with such replacement) shall be paid in full to such Replaced Lender concurrently with such replacement; upon .
(b) Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.04 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerthe relevant Borrowers, (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 2.10, 2.11, 3.06, 5.04, 12.07 12.06, 13.01 and 13.0113.06), which shall survive as to such Replaced Lender with respect and (y) the U.S. Facility RL Percentage or Canadian Facility RL Percentage shall be automatically adjusted at such time to actions or occurrences prior give effect to it ceasing to be a Lender hereundersuch replacement.
Appears in 2 contracts
Sources: Abl Credit Agreement (Smurfit Stone Container Corp), Abl Credit Agreement (Smurfit Stone Container Corp)
Replacement of Lenders. (i) If any Lender becomes a Defaulting Lender, (yii) upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c2.08(a)(ii) or (d) or Section 5.05 with respect to any Lender which results in it being unlawful for such Lender to make Eurodollar Rate Loans or giving rise to the operation of Section 2.08(a)(i), Section 4.08(b) or 4.08(f) with respect to any Lender which results in such Lender charging to the Borrowers increased costs in excess of those being generally charged by the other Lenders, or (ziii) as provided in Section 10.12(b) in the case of a refusal certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to Lenders, the extent) provided in Section 13.12(b), Borrower Borrowers shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (iii), will exist immediately after giving effect to the respective replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Transferee or Eligible Transferees (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, Agent if such replacement would (in the Swingline Lender and each Issuing Bank case of the preceding clause (i)) result in a reduction of the increased costs charged to the extent the Administrative Agent’sBorrowers, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that that:
(i) at the time of any replacement pursuant to this Section 2.132.11, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b10.04(b) (and with all fees payable pursuant to said Section 13.04(b10.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued and unpaid interest and fees on, all Commitments and outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, replaced; and
(ii) all obligations of Borrower the Borrowers due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this replacement (including, if applicable, Section 2.13, the Administrative Agent shall be entitled 2.15).
(but not obligatedb) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerthe Borrowers, 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 (includingincluding Sections 2.08, without limitation2.09, Sections 2.104.08, 2.11, 5.04, 12.07 9.06 and 13.0110.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Credit Agreement (Seadrill Partners LLC), Credit Agreement
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 5.04 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Term Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (ii) all obligations of Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 5.04 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Term Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 4.01 and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder13.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 5.04 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 4.01 and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder13.
Appears in 2 contracts
Sources: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)
Replacement of Lenders. If any Lender is owed increased ---------------------- costs or additional amounts, or the Borrower receives notice from any Lender or the Agent, under Section 1.10, 2.6 or 4.4, or any Lender becomes a Defaulting Lender, (y) upon then the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower shall have the right right, unless such Lender has theretofore removed or cured the conditions which resulted in the obligation to pay such increased costs or additional amounts or which caused it to be a Defaulting Lender, to replace in its entirety such Lender (the “"Replaced Lender”) "), on ten Business Days' prior written notice to the Agent and such Replaced Lender, with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Transferee or Transferees (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would which acceptance shall not be required for an assignment to such Replacement Lender pursuant to Section 13.04unreasonably withheld); provided that provided, that: (i) -------- at the time of any replacement pursuant to this Section 2.131.13, the Replaced Lender and the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) Agreements, substantially in the form of Exhibit D (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrowerappropriately completed), the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments Commitment and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (Ia) an amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (IIb) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 3.1 and (iic) all obligations of Borrower due and owing any other amounts payable to the Replaced Lender at such time under this Agreement (other than those specifically described in clause (i) above in respect of which the assignment purchase price has beenincluding, or is concurrently beingwithout limitation, paid) shall be paid in full to such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this payable under Section 2.13, the Administrative Agent shall be entitled (but not obligated1.11) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement (ii) a Defaulting Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in a Replaced Lender only to the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafterextent permitted by law. Upon the execution of the respective Assignment and Assumptionassignment documentation, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 preceding sentence and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Credit Agreement (Graphic Controls Corp), Credit Agreement (Graphic Controls Corp)
Replacement of Lenders. (1) If any Lender becomes a Defaulting Lender, (y2) upon the occurrence of an any event giving rise to the operation of Section 2.10(b)2.11, (c) or (d) Section 3.06 or Section 5.05 5.04 with respect to any Lender which results in such Lender or charging to the Borrower Agent increased costs in excess of those being generally charged by the other Lenders, (z3) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b) or (4) in the circumstances provided for in Section 2.16(b), the Borrower Agent shall have the right right, in accordance with Section 13.04(b), if no Default or Event of Default then exists or would exist after giving effect to such replacement, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom which shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender Agent and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that that:
(i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Acceptances pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)Borrower Agent) pursuant to which the Replacement Lender shall acquire the entire Revolving Loan Commitment and all outstanding Revolving Loans of, and all participations in Letters of the Commitments and outstanding Loans of Credit by, the Replaced Lender and, in connection therewith, shall pay to (xi) the Replaced Lender in respect thereof an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the respective Replaced Lender under each Tranche Lender, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.014.01 and (ii) each Issuing Lender an amount equal to such Replaced Lender’s RL Percentage of any Unpaid Drawing relating to Letters of Credit issued by such Issuing Lender (which at such time remains an Unpaid Drawing) (plus, with respect to such Replaced Lender, any additional amount of Letter of Credit Exposure in respect of such Letters of Credit that was allocated to such Lender pursuant to Section 2.14(b)(i)) to the extent such amount was not theretofore funded by such Replaced Lender; and
(ii) all obligations of the Borrower due and Agent then owing to the Replaced Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 2.11) shall be paid in full in cash to such Replaced Lender concurrently with such replacement; upon .
(b) Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent and the Borrower Agent shall be entitled (but not obligated) and is authorized (which authorization is coupled with an interest) to execute an Assignment and Assumption Acceptance on behalf of such Replaced Lender, and any such Assignment and Assumption Acceptance so executed by the Administrative Agent and/or the Borrower Agent, as applicable, and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder13.
Appears in 2 contracts
Sources: Abl Credit Agreement (Pyxus International, Inc.), Abl Credit Agreement (Pyxus International, Inc.)
Replacement of Lenders. (a) (x) If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c2.10(a)(ii) or (d) iii), Section 2.10(c), Section 3.06 or Section 5.05 5.04 with respect to any Lender which results in such Lender charging to any Borrower increased costs in excess of those being generally charged by the other Lenders or (z) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower the Obligors’ Agent shall have the right right, in accordance with Section 13.04(b), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom which shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Fronting Lender (unless such Person will not be a Participating Specified Foreign Currency Lender) and each any Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that that:
(i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)Borrowers) pursuant to which the Replacement Lender shall acquire the entire Commitment and all of the Commitments and outstanding Loans and all participations in Letters of Credit by, the Replaced Lender and, in connection therewith, shall pay to (xi) the Replaced Lender in respect thereof an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche Lender, (B) an amount equal to all Unpaid Drawings (if any) that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 4.01 and (ii) each Issuing Lender an amount equal to such Replaced Lender’s Percentage of any Unpaid Drawing relating to Letters of Credit issued by such Issuing Lender (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender; and
(ii) all obligations of Borrower due and the Borrowers then owing to the Replaced Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 2.11 shall be paid in full to such Replaced Lender concurrently with such replacement) shall be paid in full to such Replaced Lender concurrently with such replacement; upon .
(b) Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.04 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerthe relevant Borrowers, (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 2.10, 2.11, 3.06, 5.04, 12.07 12.06, 13.01 and 13.01), which shall 13.06 and any others expressly stated to survive as to such Replaced Lender and (y) the Percentages of the Lenders shall be automatically adjusted at such time to give effect to such replacement.
(c) Notwithstanding the foregoing, if after a good faith effort in consultation with respect the Administrative Agent, the Obligor’s Agent is unable to actions or occurrences prior procure a Replacement Lender pursuant to it ceasing to be this Section 2.13 for a Lender hereunderaffected by the circumstances described in Section 2.10(a)(ii), Section 2.10(c), Section 3.06 and Section 5.04, then the Obligor’s Agent shall have the right on giving not less than five (5) Business Days’ written notice to the Administrative Agent (which shall promptly so notify the applicable Replaced Lender) to prepay without premium or penalty to the Facility Agent for the account of such Lender all (but not in part only) of such Lender’s participation in the aggregate Advances then outstanding, together with accrued interest thereon and all other sums owing to such Lender hereunder and otherwise in accordance with and subject to the provisions of this Agreement; provided that such prepayment shall not relieve any applicable Borrower from its obligation to pay such additional interest that may be due or any other amount that is due and owing to such Replaced Lender under this Agreement as of the date of such payment. When such prepayments are made, the Commitment of such Lender shall be canceled and reduced to zero and no amount prepaid in connection therewith may be redrawn.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Toys R Us Inc), Syndicated Facility Agreement (Toys R Us Inc)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon Upon the occurrence of an the following: (x) any event giving rise to the operation of Section 2.10(b2.04(a), (c) or (dSection 2.04(b) or Section 5.05 4.04 with respect to any Lender which results in such Lender charging to the Borrowers increased costs in excess of those being generally charged by the other Lenders or (zy) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b11.12(b), Borrower in each case the Borrowers shall have the right right, in accordance with Section 11.04(b), if no Default or Event of Default then exists or would exist after giving effect to such replacement, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Transferees (collectively, the “Replacement Lender”) and each of whom which shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that that:
(ia) at the time of any replacement pursuant to this Section 2.132.07, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b11.04(b) (and with all fees payable pursuant to said Section 13.04(b11.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrowerthe Borrowers, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (IIB) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 3.01; and
(iib) all obligations of Borrower due and the Borrowers then owing to the Replaced Lender at such time (other than those specifically described in clause (ia) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 2.05) shall be paid in full to such Replaced Lender concurrently with such replacement; upon . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.132.07, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 2.07 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter11.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (ia) and (iib) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.04 11.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerthe Borrowers, 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 2.102.04, 2.112.05, 5.044.04, 12.07 10.06, 11.01 and 13.0111.06), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Credit Agreement (SAExploration Holdings, Inc.), Credit Agreement (SAExploration Holdings, Inc.)
Replacement of Lenders. (x) (w) If any Lender requires any Credit Party to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 6.04, (x) if any Lender becomes a Defaulting Lender, (y) upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c2.10(a)(ii) or (d) iii), or Section 5.05 2.10(c) with respect to any Lender which results in such Lender charging to a Borrower increased costs in excess of those being generally charged by other Lenders or (z) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b14.12(b), Borrower the Borrowers shall have the right right, in accordance with Section 14.04(b), if no Default or Event of Default then exists or would exist after giving effect to such replacement, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom which shall be required to be reasonably acceptable to the Administrative AgentAgents, in the Swingline case of any replacement Revolving Lender and or, in the case of a replacement as provided in Section 14.12(b) where the consent of the respective Lender is required with respect to less than all Tranches of its Loans or Commitments, to replace the Commitments and/or outstanding Loans of such Lender in respect of each Issuing Bank (to Tranche where the extent consent of such Lender would otherwise be individually required, with identical Commitments and/or Loans of the Administrative Agent’s, respective Tranche provided by the Swingline Replacement Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that that:
(ia) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b14.04(b) (and with all fees payable pursuant to said Section 13.04(b14.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrowerthe Borrowers, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans (or, in the case of the Replaced replacement of only (a) the Revolving Loan Commitment and outstanding Revolving Loans and/or (b) the outstanding Term Loans of any Tranche, the outstanding Term Loans of the respective Tranche or Tranches with respect to which such Lender is being replaced) of, and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (IIB) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender (but only with respect to the relevant Tranche, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Lender) pursuant to Section 4.01, Sections 4.01 and 5.01; and
(iib) all obligations of Borrower due and the Borrowers then owing to the Replaced Lender at such time (other than those (a) specifically described in clause (ia) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 2.11 or (b) relating to any Tranche of Loans and/or Commitments of the respective Replaced Lender which will remain outstanding after giving effect to the respective replacement) shall be paid in full to such Replaced Lender concurrently with such replacement; upon . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter14.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (ia) and (iib) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.04 14.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the applicable Borrower, (x) the Replacement Lender shall become a Lender hereunder and and, unless the respective Replaced Lender continues to have outstanding Term Loans and/or a Revolving Loan Commitment hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.046.04, 12.07 13.06, 14.01 and 13.0114.06), which shall survive as to such Replaced Lender with respect and (y) except in the case of the replacement of only outstanding Term Loans pursuant to actions or occurrences prior this Section 2.13, the Revolving Loan Percentages of the Lenders shall be automatically adjusted at such time to it ceasing give effect to be a Lender hereundersuch replacement.
Appears in 2 contracts
Sources: Credit Agreement (International Money Express, Inc.), Credit Agreement (Fintech Acquisition Corp. II)
Replacement of Lenders. (a) If any Lender becomes a Defaulting Lender, (yb) upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c2.10(a)(ii) or (diii), Section 2.10(c) or Section 5.05 4.04 with respect to any Lender which results in such Lender charging to the Borrower increased costs or (zc) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have expressly requires the consent of such Lender and which has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b12.12(b), the Borrower shall have the right right, in accordance with Section 12.04(b), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom which shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to under Section 13.0412.04(b)); provided that that:
(i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b12.04(b) (and with all fees payable pursuant to said Section 13.04(b12.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, Lender; and
(ii) all obligations of the Borrower due and then owing to the Replaced Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 2.11 and 4.01(c)) shall be paid in full to such Replaced Lender concurrently with such replacement; upon . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and is hereby authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter12.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.04 12.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, 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 2.10, 2.11, 5.044.04, 12.07 11.06, 12.01 and 13.0112.06), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (AdvancePierre Foods Holdings, Inc.), Term Loan Credit Agreement (AdvancePierre Foods Holdings, Inc.)
Replacement of Lenders. (x) If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c3.01(a)(ii) or (diii), Section 3.01(c) or Section 5.05 4.01 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b12.10(b), Borrower the Company shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “"Replaced Lender”") with one or more other Eligible TransfereesAssignees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s 's consent would be required for an assignment to such Replacement Lender pursuant to Section 13.0412.04); provided that (i) at the time of any replacement pursuant to this Section 2.133.04, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b12.04(b) (and with all fees payable pursuant to said Section 13.04(b12.04(c) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrowerthe Company, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.01, 2.05 and (ii) all obligations of each Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.133.04, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.3.04
Appears in 2 contracts
Sources: Credit Agreement (SunOpta Inc.), Restatement Agreement (SunOpta Inc.)
Replacement of Lenders. (a) If any Lender becomes a Defaulting Lender, (yb) upon the occurrence of an event giving rise to the operation of Section 2.10(b1.11(a)(ii) or (iii), Section 1.11(c), Section 1.11(d), Section 2.06 or Section 4.04 with respect to any Lender which results in such Lender charging to any Borrower increased costs in excess of those being generally charged by the other Lenders, (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a the refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b) or (d) as provided in Section 1.20(c), Borrower the Corporation shall have the right right, if no Event of Default and no Specified Default will exist immediately after giving effect to such replacement, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender Agent and each Lender which at the time of such replacement is an Issuing Bank (with respect to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04)one or more outstanding Letters of Credit; provided that that:
(i) any Replacement Lender in a replacement pursuant to this Section 1.14 (with each such replacement being herein called a “Replacement”) shall be required to comply with the requirements of Section 13.04(b) and at the time of any replacement pursuant to this Section 2.13, Replacement the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with shall pay all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments (and related Sub-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 (x) the Replaced Lender in respect thereof an amount amounts (in the respective currencies in which such obligations are denominated) equal to the sum of (I) an amount equal to the principal ofof (including, without limitation, the Face Amount of Bankers’ Acceptance Loans), and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and Lender, (II) an amount equal to all Unpaid Drawings 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 (III) all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.013.01, (y) each Issuing Bank an amount (in the relevant Applicable Currency) equal to such Replaced Lender’s Domestic RL Dollar Percentage and/or relevant Alternate Currency RL Percentage, as applicable, of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender to such Issuing Bank and (z) the relevant Swingline Lender an amount equal to such Replaced Lender’s Domestic RL Dollar Percentage or applicable Alternate Currency RL Percentage, as applicable, of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender; and
(ii) all obligations Obligations of Borrower the Borrowers due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.131.14, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 1.14 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.04 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the respective Borrower, 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 2.101.11, 2.111.12, 5.041.16, 12.07 2.06, 4.04, 12.06 and 13.01), which shall survive as to such Replaced Lender. In connection with any replacement of Lenders pursuant to, and as contemplated by, this Section 1.14, each of the Borrowers (other than the Corporation) hereby irrevocably authorizes the Corporation to take all necessary action, in the name of the various Borrowers, as described above in this Section 1.14 in order to effect the replacement of the respective Lender or Lenders in accordance with respect to actions or occurrences prior to it ceasing to be a Lender hereunderthe preceding provisions of this Section 1.14.
Appears in 2 contracts
Sources: Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc), Credit Agreement (Starwood Hotel & Resorts Worldwide, Inc)
Replacement of Lenders. If The Borrower may, at any time and so long as no Default or Event of Default has then occurred and is continuing, replace any Lender becomes a Defaulting Lender(a) that has requested additional amounts from the Borrower under SECTION 2.12, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (cSECTION 2.11(A) or (dSECTION 2.11(B) or Section 5.05 with respect the obligation of which to make or maintain LIBOR Loans has been suspended under SECTION 2.11(D) by written notice to such Lender and the Agent given not more than thirty (30) days after any such event. Within sixty (60) days of such notice, the Borrower shall give written notice to such Lender and the Agent identifying one or (z) in the case more Persons each of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders qualifies as (an Eligible Assignee and shall be reasonably acceptable to the extentAgent (each, a "Replacement Lender," and collectively, the "Replacement Lenders") provided in Section 13.12(b), Borrower shall have the right to replace such Lender (the “"Replaced Lender”) with one or more other Eligible Transferees"), none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) the second notice from the Borrower to the Replaced Lender and the Agent provided for hereinabove shall specify an effective date for such replacement (the "Replacement Effective Date"), which shall be at least five (5) Business Days after such notice is given, (ii) as of the time of any replacement pursuant to this Section 2.13relevant Replacement Effective Date, the each Replacement Lender shall enter into one or more an Assignment and Assumptions pursuant to Section 13.04(b) (and Acceptance with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender pursuant to SECTION 10.5(A) (as may but shall not be agreed required to at such time by and among Borrowerpay the processing fee otherwise payable to the Agent pursuant to SECTION 10.5(A)), the Replacement Lender and the Replaced Lender)) pursuant to which such Replacement Lenders collectively shall acquire, in such proportion among them as they may agree with the Replacement Lender shall acquire Borrower and the Agent, all (but not less than all) of the Commitments Commitments, End Loaded Lease Commitments, outstanding Loans and outstanding End Loaded Lease Loans of the Replaced Lender Lender, and, in connection therewith, shall pay to (x) the Replaced Lender Lender, as the purchase price in respect thereof thereof, an amount equal to the sum as of the Replacement Effective Date (without duplication) of (Iy) an the unpaid principal amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Loans and End Loaded Lease Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (IIz) an amount equal to the Replaced Lender's ratable share of all accrued, accrued but theretofore unpaid, Fees unpaid fees owing to the Replaced Lender pursuant to Section 4.01hereunder and under the End Loaded Lease Credit Agreement, and (iiiii) all other obligations of the Borrower due and owing to the Replaced Lender at such time (other than those specifically described in clause (iii) above in respect of which the assignment purchase price has been, or is concurrently being, paid) ), including, without limitation, amounts payable under SECTION 2.13 as a result of the actions required to be taken under this Section, shall be paid in full by the Borrower to such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery prior to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderEffective Date.
Appears in 2 contracts
Sources: Credit Agreement (Province Healthcare Co), Credit Agreement (Province Healthcare Co)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c3.01(a)(ii) or (diii), Section 3.01(c) or Section 5.05 4.01 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b12.10(b), Borrower the Company shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “"Replaced Lender”") with one or more other Eligible TransfereesAssignees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s 's consent would be required for an assignment to such Replacement Lender pursuant to Section 13.0412.04); provided that (i) at the time of any replacement pursuant to this Section 2.133.04, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b12.04(b) (and with all fees payable pursuant to said Section 13.04(b12.04(c) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrowerthe Company, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.01, 2.05 and (ii) all obligations of each Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.133.04, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.3.04
Appears in 2 contracts
Sources: Credit Agreement (SunOpta Inc.), Restatement Agreement (SunOpta Inc.)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c2.10(a)(ii) or (diii), Section 2.10(c) or Section 5.05 5.04 or Section 13.01(a)(ii) with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Lead Borrower shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Lead Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Term Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 4.01 and (ii) all obligations of Borrower the Borrowers due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.
Appears in 2 contracts
Sources: First Lien Term Loan Credit Agreement (PAE Inc), Second Lien Term Loan Credit Agreement (PAE Inc)
Replacement of Lenders. If any Lender becomes becomes, a Defaulting LenderLender or otherwise defaults in its obligations to make Loans, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c1.10(a)(ii) or (d) iii), Section 1.10(c), Section 2.6 or Section 5.05 4.4 with respect to any Lender which results in such Lender charging to the Borrower increased costs materially in excess of those being generally charged by the other Lenders or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right right, if no Default or Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.131.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b13.4(b) (and with all fees payable pursuant to said Section 13.04(b13.4(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments Commitment and outstanding Loans of, and in each case 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 (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche Lender, (II) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time, and (IIIII) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.013.1, and (y) the Issuing Lender an amount equal to such Replaced Lender's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender to the Issuing Lender and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, 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 2.101.10, 2.111.11, 5.042.6, 12.07 4.4, 12.6 and 13.0113.1), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Credit Agreement (First Horizon Pharmaceutical Corp), Credit Agreement (First Horizon Pharmaceutical Corp)
Replacement of Lenders. If any Lender becomes a Defaulting (an “Affected Lender, ”) (ya) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender fails to consent to proposed changesan election, waiversconsent, discharges amendment, waiver or terminations with respect other modification to this Agreement which have been approved or other Loan Document that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by the Required Lenders as or (b) makes a demand upon the Borrowers for (or if the Borrowers are otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6 (and the payment of such amounts is, and is likely to continue to be, materially more onerous in the reasonable judgment of the Borrowers than with respect to the extentother Lenders) provided or gives notice pursuant to Section 4.1 requiring a conversion of such Affected Lender’s LIBO Rate Loans to Base Rate Loans or suspending such Lender’s obligation to hold Loans as, or to convert Loans into, LIBO Rate Loans, the Borrowers may, within 30 days of receipt by the Borrowers of such demand or notice, as the case may be, give notice (a “Replacement Notice”) in Section 13.12(b), Borrower shall have writing to the right Administrative Agent and such Affected Lender of its intention to replace cause such Affected Lender to sell all or any portion of its Loans and/or Notes to an Eligible Assignee (the a “Replaced Replacement Lender”) designated in such Replacement Notice; provided, however, that no Replacement Notice may be given by the Borrowers if (i) such replacement conflicts with one any Applicable Law or more other Eligible Transfereesregulation, none (ii) any Event of whom Default shall constitute a Defaulting Lender have occurred and be continuing at the time of such replacement or (collectivelyiii) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) which shall have eliminated the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6. Within 30 days of its receipt of such Replacement Notice, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable Affected Lender shall, subject to the Administrative Agentpayment of any amounts due pursuant to Section 4.4, assign, in accordance with Section 10.11, the Swingline Lender portion of its Loans, Notes (if any), and each Issuing Bank (to other rights and obligations under this Agreement and all other Loan Documents designated in the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment replacement notice to such Replacement Lender pursuant to Section 13.04)Lender; provided provided, however, that (i) at the time of any replacement pursuant such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Affected Lender and the Replaced such Replacement Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (ii) all obligations of Borrower due and owing to the Replaced Lender at such time (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 by such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes in the amount of this Section 2.13 such Affected Lender’s Loans designated in the Replacement Notice, together with all accrued and Section 13.04 unpaid interest and fees in respect thereof, plus all other amounts (including the amounts demanded and unreimbursed under Sections 4.3, 4.5 and 4.6) and including any call premiums, owing to such Affected Lender hereunder and (iii) the Borrowers shall pay to the Affected Lender and the Administrative Agent all reasonable out-of-pocket expenses incurred by the Affected Lender and the Administrative Agent in the case of any assignment resulting from clause (y) above, connection with such assignment will result and assumption (including the processing fees described in a reduction in such compensation or payments thereafterSection 10.11). Upon the execution effective date of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) an assignment described above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, the Replacement Lender shall become a Lender hereunder and “Lender” for all purposes under the Replaced Lender Loan Documents. Each assignment pursuant to this Section 4.10 shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under be effective upon the satisfaction of the conditions specified in this Agreement (including, Section 4.10 without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderfurther action on the part of the applicable Affected Lender.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Standard Register Co), Second Lien Credit Agreement (Standard Register Co)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon Upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c1.10(a)(ii) or (d) iii), Section 1.10(d), Section 2.06 or Section 5.05 4.04 with respect to any Lender which results in such Lender or charging to the Borrower increased costs in excess of those being generally charged by the other Lenders, (y) if a RF Lender becomes a Defaulting RF Lender and/or (z) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (and to Lenders, the extent) provided in Section 13.12(b), Borrower shall have the right right, if no Default or Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Transferees, none of whom shall constitute a Defaulting RF Lender at the time of such replacement (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); Agent provided that (i) at the time of any replacement pursuant to this Section 2.131.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Agreements pursuant to Section 13.04(b12.04(b) (and with all fees payable pursuant to said Section 13.04(b12.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced 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 (x) the Replaced Lender in respect thereof an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche Lender, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.013.01 and (y) the Letter of Credit Issuer an amount equal to such Replaced Lender's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAgreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, 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 applicable to the Replaced Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Credit Agreement (National Tobacco Co Lp), Credit Agreement (National Tobacco Co Lp)
Replacement of Lenders. If any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c1.10(a)(ii) or (d) iii), Section 1.10(c), Section 2.06 or Section 5.05 4.04 with respect to any Lender which results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders or (z) as provided in Section 13.12(b) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right right, if no Default or Event of Default then exists (or, in the case of preceding clause (z) will exist immediately after giving effect to such replacement), to replace such Lender (the “"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 (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.131.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Revolving Loans of, and in each case 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 (IA) an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Revolving Loans of the respective Replaced Lender under each Tranche Lender, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then accrued and unpaid interest with respect to which thereto at such Replaced Lender is being replaced time, and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.013.01, (y) each Issuing Lender an amount equal to such Replaced Lender's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender to such Issuing Lender, together with all then accrued and unpaid interest with respect thereto at such time and (z) the Swingline Lender an amount equal to such Replaced Lender's Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender to the Swingline Lender, together with all then accrued and unpaid interest thereon at such time and (ii) all obligations Obligations of the Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Revolving Note or Notes executed by the Borrower, 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 2.101.10, 2.111.11, 5.042.06, 12.07 4.04, 13.01 and 13.0113.06), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Credit Agreement (Flowers Foods Inc), Credit Agreement (Flowers Foods Inc)
Replacement of Lenders. If Borrower receives a notice pursuant to subsection 2.6C, 2.7A, 2.7C or 3.6 or a notice from any applicable Gaming Authority that a Lender becomes a Defaulting Lender, is no longer qualified or suitable to make Loans to Borrower under the applicable Gaming Laws (y) upon the occurrence and such Lender is notified by Borrower and Administrative Agent in writing of an event giving rise to the operation of Section 2.10(bsuch disqualification), (c) or (d) or Section 5.05 with respect to including because such Lender has been denied a license, qualification or (z) in the case finding of a refusal by a Lender suitability or has failed to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b)deliver information required under applicable Gaming Laws, Borrower shall have the right right, if no Potential Event of Default or Event of Default then exists, to replace such Lender (the a “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Assignees (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13subsection 2.9, the Replacement Lender shall enter into one or more Assignment and Assumptions Agreements pursuant to Section 13.04(b) subsection 10.1B (and with all fees payable pursuant to said Section 13.04(b) such subsection 10.1B to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans and Commitments of, and in each case 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 (IA) an amount equal to the principal of, and all accrued interest on, of all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (IIB) an amount equal to all accruedunpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, but 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 unpaidfunded by such Replaced Lender, Fees and (ii) all obligations (including, without limitation, all such amounts, if any, owing under subsection 2.6D) of Borrower owing to the Replaced Lender pursuant to Section 4.01, (ii) all obligations of Borrower due and owing to the Replaced Lender at such time (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 receipt by . All accrued but unpaid interest, commitment fees and letter of credit fees and other amounts payable to the Replaced Lender of all amounts required to shall be paid to it pursuant to this Section 2.13, in accordance with the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) terms set forth in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafterrespective Assignment Agreement. Upon the execution and delivery of the respective Assignment and AssumptionAgreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, above and delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, hereunder except with respect to indemnification and confidentiality provisions under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)which by the terms of this Agreement survive the termination of this Agreement, which indemnification and confidentiality 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 Letter of Credit in form and substance, 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 or the cancellation and return of such outstanding Letter of Credit) have been made with respect to actions or occurrences prior to it ceasing to be a Lender hereundersuch outstanding Letters of Credit.
Appears in 2 contracts
Sources: Credit Agreement (Isle of Capri Casinos Inc), Credit Agreement (Isle of Capri Casinos Inc)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 5.04 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 4.01 and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder13.
Appears in 2 contracts
Sources: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon Upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c1.10(a)(ii) or (diii) or Section 5.05 3.04 with respect to any Lender which results in such Lender or charging to the Borrower increased costs in excess of those being generally charged by the other Lenders and/or (zy) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (and to Lenders, the extent) provided in Section 13.12(b), Borrower shall have the right right, if no Default or Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Transferee or Transferees (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative AgentAgents, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.131.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Agreements pursuant to Section 13.04(b11.04(b) (and with all fees payable pursuant to said Section 13.04(b11.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAgreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, 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 applicable to the Replaced Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Loan Agreement (Starwood Hotel & Resorts Worldwide Inc), Loan Agreement (Starwood Hotel & Resorts Worldwide Inc)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, Lender or (y) upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c2.12(a)(ii) or (diii), Section 2.12(c) or Section 5.05 4.04 with respect to any Lender which results in such Lender or (z) charging to the Borrowers increased costs in the case excess of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved those being generally charged by the Required Lenders as (and to other Lenders, the extent) provided in Section 13.12(b), Borrower Borrowers shall have the right right, if no Default or Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Transfereeslenders or financial institutions, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.132.20, the Replacement Lender shall enter into one or more Assignment and Assumptions Acceptance pursuant to Section 13.04(b9.6(c) (and with all fees payable pursuant to said Section 13.04(b9.6(c) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Revolving Loan Commitments (including all Letter of Credit Obligations) and all of the outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and plus (IIB) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.012.3, and (ii) all obligations (including, without limitation, all such amounts, if any, due and owing under Section 2.13) of Borrower the Borrowers due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAcceptance, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.102.12, 2.112.13, 5.042.16, 12.07 8.7 and 13.019.5), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Credit Agreement (Baldwin Technology Co Inc), Credit Agreement (Baldwin Technology Co Inc)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 5.04 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Term Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 4.01 and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co)
Replacement of Lenders. (x) If any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Loans, (y) upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c) or (d2.09(a) or Section 5.05 4.04 with respect to any Lender which results in such Lender charging to the Borrower material increased costs in excess of the average costs being charged by the other Lenders, or (z) as provided in Section 14.11(b) in the case of a refusal certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as Lenders, the Borrower shall (and for its own cost) have the right, if no Default or Event of Default will exist immediately after giving effect to the extent) provided in Section 13.12(b)respective replacement, Borrower shall have the right to replace such Lender (the “Replaced Lender”) (subject to the consent of (a) the CIRR Representative if at such time interest is payable at the Fixed Rate and (b) the Hermes Agent) with one or more other Eligible Transferee or Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement -52- (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Facility Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04it being understood that all then-existing Lenders are reasonably acceptable); provided that that:
(ia) at the time of any replacement pursuant to this Section 2.132.12, the Replacement Lender shall enter into one or more Assignment and Assumptions Transfer Certificates pursuant to Section 13.04(b13.01(a) (and with all fees payable pursuant to said Section 13.04(b) 13.02 to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum (without duplication) of (Ix) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced Lender, and (IIy) an amount equal to all accrued, but theretofore unpaid, Fees Commitment Commission owing to the Replaced Lender pursuant to Section 4.01, 3.01;
(iib) all obligations of the Borrower due and owing to the Replaced Lender at such time (other than those specifically described in clause (ia) above above) in respect of which the assignment purchase price has been, or is concurrently being, paid) paid shall be paid in full to such Replaced Lender concurrently with such replacement; upon receipt by and
(c) if the Replaced Borrower elects to replace any Lender of all amounts required to be paid to it pursuant to this Section 2.13clause (x), the Administrative Agent shall be entitled (but not obligatedy) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes or (z) of this Section 2.13 and Section 13.04 and 2.12, the Borrower shall also replace each other Lender that qualifies for replacement under such clause (iii) in the case of any assignment resulting from clause x), (y) above, such assignment will result in a reduction in such compensation or payments thereafter(z). Upon the execution of the respective Assignment Transfer Certificate and Assumption, the payment of amounts referred to in clauses (ia) and (iib) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.09, 2.10, 2.114.04, 5.04, 12.07 14.01 and 13.0114.05), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (NCL CORP Ltd.)
Replacement of Lenders. If (x) any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Revolving Loans or fund Unpaid Drawings, (y) upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c2.10(a)(ii) or (diii), Section 2.10(b) or Section 5.05 5.04 with respect to any Lender which results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders, or (z) as provided in Section 14.12(b) in the case of a refusal certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to Lenders, the extent) provided in Section 13.12(b), Borrower shall have the right to either replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that that:
(i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b14.04(b) (and with all fees payable pursuant to said Section 13.04(b14.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments commitments and outstanding Revolving Loans of and, in each case all 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 (without duplication) of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the respective Replaced Lender under each Tranche Lender, (II) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then accrued unpaid interest with respect to which thereto at such Replaced Lender is being replaced time, and (IIIII) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.014.01 and (y) each Issuing Lender an amount equal to such Replaced Lender’s Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender to such Issuing Lender, together with all then accrued and unpaid interest with respect thereto at such time; and
(ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Revolving Notes executed by the Borrower, 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 2.10, 2.11, 3.06, 5.04, 12.07 12.06 and 13.0114.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 2 contracts
Sources: Credit Agreement (Trico Marine Services Inc), Credit Agreement (Trico Marine Services Inc)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c2.10(a)(ii) or (diii), Section 2.10(c) or Section 5.05 5.04 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Term Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (ii) all obligations of Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.
Appears in 1 contract
Sources: Term Loan Credit Agreement
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c3.01(a)(ii) or (diii), Section 3.01(c) or Section 5.05 5.01 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Lead Borrower shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.133.04, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Lead Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.01, 2.05 and (ii) all obligations of each Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.133.04, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 3.04 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder13.
Appears in 1 contract
Replacement of Lenders. If any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c1.10(a)(ii) or (d) iii), Section 1.10(c), Section 2.06 or Section 5.05 4.04 with respect to any Lender which results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders or (z) as provided in Section 13.12(b) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right right, if no Default or Event of Default then exists (or, in the case of preceding clause (z) will exist immediately after giving effect to such replacement), to replace such Lender (the “"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 (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.131.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Revolving Loans of, and in each case participa- tions 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 (IA) an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Revolving Loans of the respective Replaced Lender under each Tranche Lender, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then accrued and unpaid interest with respect to which thereto at such Replaced Lender is being replaced time, and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.013.01, (y) each Issuing Lender an amount equal to such Replaced Lender's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender to such Issuing Lender, together with all then accrued and unpaid interest with respect thereto at such time and (z) the Swingline Lender an amount equal to such Replaced Lender's Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender to the Swingline Lender, together with all then accrued and unpaid interest thereon at such time and (ii) all obligations Obligations of the Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Revolving Note or Notes executed by the Borrower, 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 2.101.10, 2.111.11, 5.042.06, 12.07 4.04, 13.01 and 13.0113.06), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (ya) upon Upon the occurrence of an any event giving rise to the operation of Section 2.10(b1.11(a)(ii) or (iii), Section 1.11(c), Section 1.11(d), Section 2.04 or Section 4.04 with respect to any Lender which results in such Lender charging to each Borrower increased costs in excess of those being generally charged by the other Lenders, (b) if a Lender becomes a Defaulting Lender, (c) or if a Lender becomes a Non-Continuing Lender, and/or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (and to Lenders, the extent) provided in Section 13.12(b), Borrower Company shall have the right right, if no Default or Event of Default then exists, to replace such Lender (the “Replaced Lender”) ), upon prior written notice to the Administrative Agent and such Replaced Lender, with one or more other Eligible TransfereesPerson or Persons, none of whom shall constitute be a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.131.14, the Replacement Lender and the Replaced Lender shall enter into one or more Assignment and Assumptions Agreements pursuant to Section 13.04(b12.04(b) (and with all fees payable pursuant to said Section 13.04(b12.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (IA) an amount equal to the principal amount of, and all accrued but unpaid interest on, all outstanding Loans of the respective Replaced Lender under each Tranche Lender, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 3.01; (ii) all obligations of Borrower due and the Borrowers under the Credit Documents owing to the Replaced Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), including without limitation all amounts owing to the Replaced Lender under Section 1.12 as a result of the assignment of its Loans under clause (i) above, shall be paid in full to such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it and (iii) no assignment pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender 1.14 shall be effective until all of the then outstanding Letters of Credit are returned by each respective beneficiary to the Issuing Agent for purposes cancellation in exchange for new or amended Letters of this Section 2.13 and Section 13.04 and Credit which give effect to such assignment (iii) in it being understood that to the case of any assignment resulting from clause (y) aboveextent the respective beneficiaries do not consent to such assignment, such assignment will result in a reduction in such compensation or payments thereaftercannot occur). Upon the execution of the respective Assignment and AssumptionAgreements, the payment of amounts referred to in clauses (i) and (ii) aboveabove and the return, recordation cancellation and exchange of the assignment on the Register pursuant to Section 13.04 each then outstanding Letter of Credit as provided above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerthe relevant Borrowers, 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 applicable to the Replaced Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 1 contract
Sources: Credit Agreement (Partnerre LTD)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c2.10(a)(ii) or (diii), Section 2.10(c) or Section 5.05 5.04 or Section 13.01(a)(ii) with respect to such Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Lead Borrower shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the Lead Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Term Loans of of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 4.01 and (ii) all obligations of Borrower the Borrowers due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerthe Borrowers, (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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences facts and circumstances occurring prior to it ceasing the effective date of such replacement. In connection with any replacement of Lenders pursuant to, and as contemplated by, this Section 2.13, each Borrower hereby irrevocably authorizes the Lead Borrower to be a take all necessary action, in the name of such Borrower, as described above in this Section 2.13 in order to effect the replacement of the respective Lender hereunderor Lenders in accordance with the preceding provisions of this Section 2.13.
Appears in 1 contract
Replacement of Lenders. If any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c2.10(a)(ii) or (d) iii), Section 2.10(c), Section 3.06 or Section 5.05 5.04 with respect to any Lender which results in such Lender charging to the Borrowers increased costs in excess of those being generally charged by the other Lenders or (z) as provided in Section 13.12(b) in the case of a refusal certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to Lenders, the extent) provided in Section 13.12(b), Borrower Borrowers shall have the right right, if no Default or Event of Default will exist immediately after giving effect to the respective replacement, to replace such Lender (the “"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 (collectively, the “"Replacement Lender”) and each of whom shall be required to be "), reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Revolving 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 (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the respective Replaced Lender under each Tranche Lender, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (y) each Issuing Lender an amount equal to such Replaced Lender's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender to such Issuing Lender and (z) the Swingline Lender an amount equal to such Replaced Lender's Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender to the Swingline Lender, and (ii) all obligations of Borrower due and the Borrowers owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Revolving Notes executed by Borrowerthe Borrowers, 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 2.10, 2.11, 3.06, 5.04, 12.07 13.01 and 13.0113.06), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 1 contract
Sources: Credit Agreement (Furniture Brands International Inc)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (ya) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower shall have the right to replace such any Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Assignees (collectively, the “Replacement Lender”), if (x) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline such Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender is charging Borrower increased costs pursuant to Section 13.045.01 or 5.06 or such Lender becomes incapable of making LIBOR Loans as provided in Section 5.03 when other Lenders are generally able to do so, (y) such Lender is a Defaulting Lender or (z) such Lender is subject to Disqualification (and such Lender is notified by Borrower and Administrative Agent in writing of such Disqualification); provided provided, however, that (i) at the time of any replacement pursuant to this Section 2.13such replacement, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) Agreements (and with all fees payable pursuant to said Section 13.04(b13.05(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among or Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of of, and in each case L/C Interests of, the Replaced Lender and, in connection therewith, shall pay to (x) or if the Replaced Lender in respect thereof is being replaced as a result of being a Defaulting Lender, then the Replacement Lender shall acquire all Revolving Commitments, Revolving Loans and L/C Interests of such Replaced Lender under one or more Tranches of Revolving Commitments or, at the option of Borrower and such Replacement Lender, all other Loans and Commitments held by such Defaulting Lender), (ii) at the time of any such replacement, the Replaced Lender shall receive an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of such Lender (other than any Loans not being acquired by a Replacement Lender), (B) all Reimbursement Obligations (expressed in Dollars in the respective Replaced Lender under each Tranche amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternate Currency) owing to such Lender, together with all then unpaid interest with respect thereto at such time, in the event Revolving Loans or Revolving Commitments owing to which such Replaced Lender is are being replaced repaid and terminated or acquired, as the case may be, and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.012.05 with respect to the Loans being assigned, as the case may be and (iiiii) all obligations of Borrower due and owing to the such Replaced Lender at such time (other than those specifically described in clause (i) above in respect of Replaced Lenders for which the assignment purchase price has been, or is concurrently being, paid) , and other than those relating to Loans or Commitments not being acquired by a Replacement Lender, but including any amounts which would be paid to a Lender pursuant to Section 5.05 if Borrower were prepaying a LIBOR Loan), as applicable, shall be paid in full to such Replaced Lender Lender, as applicable, concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in as the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereaftermay be. Upon the execution of the respective Assignment and AssumptionAgreement, the payment of amounts referred to in clauses (i), (ii) and (iiiii) above, recordation as applicable, the receipt of any consents that would be required for an assignment of the assignment on the Register pursuant subject Loans and Commitments to such Replacement Lender in accordance with Section 13.04 and13.05, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerif any, the Replacement Lender shall become a Lender hereunder and the Replaced Lender Lender, as applicable, shall cease to constitute a Lender hereunderhereunder and be released of all its obligations as a Lender, except with respect to indemnification provisions applicable to such Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Lender and, in the case of any Replaced Lender Lender, except with respect to actions Loans, Commitments and L/C Interests of such Replaced Lender not being acquired by the Replacement Lender; provided, that if the applicable Replaced Lender does not execute the Assignment Agreement within three (3) Business Days after Borrower’s request, execution of such Assignment Agreement by the Replaced Lender shall not be required to effect such assignment.
(b) If any Lender is subject to a Disqualification (and such Lender is notified by Borrower and Administrative Agent in writing of such Disqualification), Borrower shall have the right to replace such Lender with a Replacement Lender in accordance with Section 2.11(a) or occurrences prior prepay the Loans held by such Lender, in each case, in accordance with any applicable provisions of Section 2.11(a), even if a Default or an Event of Default exists (notwithstanding anything contained in such Section 2.11(a) to it ceasing the contrary). Any such prepayment shall be deemed an optional prepayment, as set forth in Section 2.09 and shall not be required to be made on a pro rata basis with respect to Loans of the same Tranche as the Loans held by such ▇▇▇▇▇▇. Notice to such Lender hereundershall be given at least ten (10) days before the required date of transfer or prepayment (unless a shorter period is required by any Requirement of Law), as the case may be, and shall be accompanied by evidence demonstrating that such transfer or redemption is required pursuant to Gaming Laws. Upon receipt of a notice in accordance with the foregoing, the Replaced Lender shall cooperate with Borrower in effectuating the required transfer or prepayment within the time period set forth in such notice, not to be less than the minimum notice period set forth in the foregoing sentence (unless a shorter period is required under any Requirement of Law). Further, if the transfer or prepayment is triggered by notice from the Gaming Authority that the Lender is disqualified, commencing on the date the Gaming Authority provides the disqualification notice to Borrower, to the extent prohibited by law: (i) such Lender shall no longer receive any interest on the Loans; (ii) such Lender shall no longer exercise, directly or through any trustee or nominee, any right conferred by the Loans; and (iii) such Lender shall not receive any remuneration in any form from Borrower for services or otherwise in respect of the Loans.
Appears in 1 contract
Sources: Credit Agreement
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower shall have the right right, if no Default then exists, to replace such any Lender (the “"Replaced Lender”") with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement Persons reasonably acceptable to Lead Arranger (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline if (x) such Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender is charging Borrower increased costs pursuant to Section 13.045.01 or 5.06 in excess of those being charged generally by the other Lenders or such Lender becomes incapable of making LIBOR Loans as provided in Section 5.03 and/or (y) as provided in Section 12.04(ii), such Lender refuses to consent to certain proposed amendments, waivers or modifications with respect to this Agreement; provided provided, however, that (i) at the time of any replacement pursuant to this Section 2.132.11, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) assignment agreements (and with all fees payable pursuant to said Section 13.04(b) 12.06 to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Term Loan Commitments and outstanding Term Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof Lender, an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Term Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced Lender, and (IIB) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.012.05, and (ii) all obligations of Borrower due and owing to the Replaced Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including any amounts which would be paid to a Lender pursuant to Section 5.05 if Borrower were prepaying a LIBOR Loan) shall be paid in full to such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumptionassignment agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Term Notes executed by Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunderhereunder and be released of all its obligations as a Lender, except with respect to indemnification provisions applicable to the Replaced Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 1 contract
Replacement of Lenders. If any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (yb) upon the occurrence of an any event giving rise to the operation of Section 2.10(b1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to any Lender which results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders, (c) if any Lender becomes a Non-Continuing Lender pursuant to Section 1.14 or (d) or Section 5.05 with respect if the Borrower elects to such Lender or (z) in the case of terminate a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders Lender's Commitment as (and to the extent) provided in Section 13.12(b), then, in each case the Borrower shall have the right right, if no Default or Event of Default will exist immediately after giving effect to the respective replacement, to replace such Lender (the “"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 (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.131.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced 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 (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche Lender, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.013.01 and (y) each Issuing Lender an amount equal to such Replaced Lender's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender to such Issuing Lender, and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Revolving Notes executed by the Borrower, 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 2.101.10, 2.111.11, 5.042.06, 12.07 4.04, 13.01 and 13.0113.06), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 1 contract
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), Borrower shall have the right to ---------------------- replace such any Lender (the “"Replaced Lender”") with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at --------------- Assignees reasonably acceptable to the time of such replacement Lead Arranger (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline if (x) such Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender is charging Borrower increased costs ------------------- pursuant to Section 13.045.01 or 5.06 in excess of those being charged generally by the other Lenders or such Lender becomes incapable of making LIBOR Loans as provided in Section 5.03 when other Lenders are generally able to do so, (y) as provided in Section 12.04(ii), such Lender refuses to consent to certain proposed amendments, waivers or modifications with respect to this Agreement or (z) such Lender shall have failed to fund any Loan required to have been funded by it hereunder when other Lenders have generally funded their Loans included in the same borrowing; provided provided, however, that (i) at the time of any replacement -------- ------- pursuant to this Section 2.132.11, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) assignment agreements (and with all fees payable pursuant to said Section 13.04(b) 12.05 to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among or Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of, and all of the participations in Swing Loans and L/C Liabilities of, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof Lender, an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche Lender, (B) all Reimbursement Obligations owing to such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time, and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.012.05, and (y) L/C Lender, an amount equal to such Replaced Lender's R/C Percentage of any Reimbursement Obligations (which at such time remains a Reimbursement Obligation) to the extent such amount was required to have been but was not theretofore funded by such Replaced Lender pursuant to Section 2.03(e), and (ii) all obligations of Borrower due and owing to the Replaced Lender at such time (other than those specifically specifi- cally described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but, except in the case of a replacement of a Lender described in clause (z) above, including any amounts which would be paid to a Lender pursuant to Section 5.05 if Borrower were prepaying a LIBOR Loan) shall be paid in full to such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumptionassignment agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunderhereunder and be released of all its obligations as a Lender, except with respect to indemnification provisions applicable to the Replaced Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 1 contract
Replacement of Lenders. If any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (y) upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c1.10(a)(ii) or (d) iii), Section 1.10(c), Section 2.06 or Section 5.05 4.04 with respect to any Lender which results in such Lender charging to the Borrowers increased costs in excess of those being generally charged by the other Lenders or (z) as provided in Section 13.12(b) in the case of a refusal certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to Lenders, the extent) provided in Section 13.12(b), Borrower Borrowers shall have the right right, if no Default or Event of Default will exist immediately after giving effect to the respective replacement, to replace such Lender (the “"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 (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.131.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Revolving 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 (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the respective Replaced Lender under each Tranche Lender, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.013.01, (y) each Issuing Lender an amount equal to such Replaced Lender's Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender to such Issuing Lender and (z) the Swingline Lender an amount equal to such Replaced Lender's Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender to the Swingline Lender, and (ii) all obligations of Borrower due and the Borrowers owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Revolving Notes executed by Borrowerthe Borrowers, 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 2.101.10, 2.111.11, 5.042.06, 12.07 4.04, 13.01 and 13.0113.06), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 1 contract
Sources: Credit Agreement (Furniture Brands International Inc)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), The Borrower shall have the right right, if no Default then exists, to replace such any Lender (the “"Replaced Lender”") with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be assignees permitted under Section 11.5 hereof reasonably acceptable to the Administrative Agent, Agent (the Swingline "Replacement Lender") if (x) such Lender and each Issuing Bank (to is charging the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender Borrower increased costs pursuant to Section 13.04)10.3 hereof in excess of those being charged generally by the other Lenders or such Lender becomes incapable of making LIBOR Advances as provided in Section 10.3 hereof and/or (y) such Lender fails to fund a properly requested Advance at a time when there does not exist a Default or Event of Default; provided provided, however, that (i) at the time of any replacement pursuant to this Section 2.132.15, the Replacement Lender and the Replaced Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) assignment agreements (and with all fees payable pursuant to said Section 13.04(b) 11.5 hereof to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof Lender, an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced Lender, and (IIB) an amount equal to all accrued, but theretofore unpaid, Fees fees, owing to the Replaced Lender pursuant to Section 4.012.4 hereof, and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including any amounts which would be paid to a Lender pursuant to Section 2.7 hereof if Borrower were prepaying a LIBOR Advance) shall be paid in full to such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumptionassignment agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunderhereunder and be released of all its obligations as a Lender, except with respect to indemnification provisions applicable to the Replaced Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 1 contract
Sources: Loan Agreement (Rural Cellular Corp)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon Upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c3.4.4(a)(ii) or (diii), Section 3.4.4(c) or Section 5.05 3.6 with respect to any Lender which results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders or becoming incapable of making LIBOR Loans or Cost of Funds Rate Loans, (y) if a Lender becomes a Defaulting Lender, and/or (z) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b9.12(b), the Borrower shall have the right right, if no Default or Event of Default then exists, to replace such Lender (the “"Replaced Lender”") with one or more other Eligible TransfereesTransferee or Transferees reasonably acceptable to the Administrative Agent, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04"); provided provided, that (i) at the time of any replacement pursuant to this Section 2.133.4.7, the Replacement Lender shall enter into one or more Assignment and Assumptions Agreements pursuant to Section 13.04(b9.4(b) (and with all fees payable pursuant to said Section 13.04(b9.4(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced Lender, and (II2) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender pursuant to Section 4.012.4, and shall pay to the Swingline Lender an amount equal to the Replaced Lender's Percentage of any Mandatory Borrowing to the extent that such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 by the Borrower to such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAgreements, the payment of amounts referred to in clauses (i) and (ii) above, the recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.04 9.16 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Lender Note or Lender Notes executed by the Borrower, 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 applicable to the Replaced Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 1 contract
Sources: Credit Agreement (Special Value Continuation Partners, LP)
Replacement of Lenders. (a) (i) If any Lender becomes a Defaulting Lender, (yii) upon the occurrence if any Lender or Issuing Lender requests payment of an event giving rise to the operation of additional amounts under Section 2.10(b)2.10, (c) or (dSection 3.01(f) or Section 5.05 with respect 5.04 or if any Borrower is required to pay any additional amount to any Lender, any Issuing Lender or any Governmental Authority for the account of any Lender or any Issuing Lender pursuant to such Lender or Sections, (ziii) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b)) or (iv) in the case of rejection (or deemed rejection) by a Lender of the Extension under Section 2.16(a) which Extension has been accepted under Section 2.16(a) by the Required Lenders, Borrower the Credit Parties shall have the right right, in accordance with Section 13.04(b), if no Default or Event of Default would exist after giving effect to such replacement, to replace such Lender or Issuing Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom which shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender Agent and each Issuing Bank (to the extent the Administrative Agent’sLender; provided, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that that:
(i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)Borrowers) pursuant to which the Replacement Lender shall acquire the entire Revolving Loan Commitment and all outstanding Revolving Loans of, and all participations in Letters of the Commitments and outstanding Loans of Credit by, the Replaced Lender and, in connection therewith, shall pay to (xA) the Replaced Lender in respect thereof an amount equal to the sum of (I1) an amount equal to the principal of, and all accrued interest on, all outstanding Revolving Loans of the respective Replaced Lender under each Tranche Lender, (2) an amount equal to all Letter of Credit Usage that has been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time and (II3) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (iiB) each Issuing Lender an amount equal to such Replaced Lender’s RL Percentage of any Letter of Credit Usage relating to Letters of Credit issued by such Issuing Lender (which at such time remains unpaid) to the extent such amount was not theretofore funded by such Replaced Lender and (C) 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 to the Swingline Lender; and (D) all obligations of Borrower due and the Borrowers then owing to the Replaced Lender at such time (other than those specifically described in clause (iA) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 2.11) shall be paid in full to such Replaced Lender concurrently with such replacement; upon .
(b) Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and is authorized (which authorization is coupled with an interest) to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (iA) and (iiB) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.04 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrowerthe relevant Borrowers, (i) 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, including Sections 2.10, 2.11, 3.01(f), 5.04, 12.07 12.06, 13.01 and 13.0113.06), which shall survive as to such Replaced Lender with respect and (ii) the RL Percentages of the Lenders shall be automatically adjusted at such time to actions or occurrences prior give effect to it ceasing to be a Lender hereundersuch replacement.
Appears in 1 contract
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c2.10(a)(ii) or (d) iii), Section 2.10(c), Section 3.06 or Section 5.05 5.04 with respect to such a Lender or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders or the Majority Lenders of a given Tranche, as applicable, as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (y), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) under the applicable Tranches with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank Agent (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender Borrower and/or the Replaced Replacement Lender (as may be agreed to at such time by among the Borrower and among Borrower, the Replacement Lender and the Replaced 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 and Swingline Loans by, the Replaced Lender and, in connection therewith, shall pay to (x) pay to the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced replaced, (II) an amount equal to all Unpaid Drawings (if any) with respect to which the respective Replaced Lender is being replaced, in each case 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 (IIIII) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.014.01 and (y) in the case of the replacement of any Revolving Loan Commitment, pay to the respective Issuing Lender amounts equal to such Replaced Lender’s RL Percentage of any Unpaid Drawings pursuant to Letters of Credit evidenced by such Revolving Loan Commitments (which at such time remain Unpaid Drawings) with respect to Letters of Credit issued by such Issuing Lender to the extent such amount was not theretofore funded by such Replaced Lender and (z) in the case of any replacement of Revolving Loan Commitments, pay to the Swingline Lender, an amount equal to such Replaced Lender’s pro rata share of any Mandatory RL Borrowing (as appropriate) (determined in accordance with Sections 2.01(c), 2.01(d) and 2.07), to the extent such amount was not theretofore funded by such Replaced Lender, without duplication and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 . Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption Agreement on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter13.04. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 13.15 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect and (y) in the case of the replacement of any Revolving Loan Commitment pursuant to actions or occurrences prior this Section 2.13, the RL Percentages of the Lenders shall be automatically adjusted at such time to it ceasing give effect to be a Lender hereundersuch replacement.
Appears in 1 contract
Sources: Credit Agreement (OCI Partners LP)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c1.10(a)(ii) or (d) iii), Section 1.10(c), Section 2.06 or Section 5.05 4.04 with respect to any Lender which results in such Lender charging to either Borrower increased costs in excess of those being generally charged by the other Lenders or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the U.S. Borrower shall have the right right, if no Default or Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.131.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among the U.S. Borrower, the Replacement Lender and the Replaced 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 (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (including the Face Amount of any outstanding Bankers’ Acceptances and B/A Equivalent Notes) of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced replaced, (II) an amount equal to all Unpaid Drawings (if any) under each Tranche with respect to which the respective Replaced Lender is being replaced, in each case 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 (IIIII) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.013.01, (y) in the case of the replacement of any Canadian Borrower Revolving Loan Commitment and/or U.S. Borrower Revolving Loan Commitment, the respective Issuing Lender amounts equal to such Replaced Lender’s Canadian Borrower RL Percentage and/or U.S. Borrower RL Percentage, as the case may be, of any Unpaid Drawings pursuant to Letters of Credit issued pursuant to the respective Tranche evidenced by such Commitments (which at such time remain Unpaid Drawings) with respect to Letters of Credit issued by such Issuing Lender to the extent such amount was not theretofore funded by such Replaced Lender, and (z) in the case of any replacement of U.S. Revolving Loan Commitments, the Swingline Lender, an amount equal to such Replaced Lender’s pro rata share of any Mandatory U.S. RL Borrowing (as appropriate) (determined in accordance with Sections 1.01(g) and 1.07), to the extent such amount was not theretofore funded by such Replaced Lender, without duplication, (ii) all obligations of Borrower the Borrowers due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 replacement and (iii) if the respective Replaced Lender has a related Canadian Borrower RL Lender, or if the Replaced Lender is a Canadian Borrower RL Lender which has a related Lender, all of the actions specified above in this Section 1.13 shall be taken with respect to both the case of any assignment resulting from clause respective Lender and Canadian Borrower RL Lender (y) above, such assignment will result in who shall be treated collectively as a reduction in such compensation or payments thereafterReplaced Lender). Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the respective 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 2.101.10, 2.111.11, 5.042.06, 12.07 4.04, 12.06 and 13.01), which shall survive as to such Replaced Lender and (y) in the case of the replacement of any Canadian Borrower Revolving Loan Commitment or U.S. Borrower Revolving Loan Commitment pursuant to this Section 1.13, the Canadian Borrower RL Percentages and/or U.S. Borrower RL Percentages, as the case may be, of the Lenders shall be automatically adjusted at such time to give effect to such replacement. In connection with respect any replacement of Lenders pursuant to, and as contemplated by, this Section 1.13, each of the U.S. Borrower and the Canadian Borrower hereby irrevocably authorizes Holdings to actions take all necessary action, in the name of the U.S. Borrower or occurrences prior the Canadian Borrower, as the case may be, as described above in this Section 1.13 in order to it ceasing to be a effect the replacement of the respective Lender hereunderor Lenders in accordance with the preceding provisions of this Section 1.13.
Appears in 1 contract
Sources: Credit Agreement (Bway Corp)
Replacement of Lenders. If any Lender (x) becomes a Defaulting Lender, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c) or (d) or Section 5.05 with respect to such Lender or (z) in the case of a refusal by a Lender refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 4.01 or 13.12(b), or (z) is owed increased costs under any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.06 or Section 4.04 in an amount in excess of those being generally charged by the other Lenders, the Borrower shall have the right right, in accordance with the requirements of Section 13.04(b), to replace such Lender (the “"Replaced Lender”") with one or more other Eligible TransfereesTransferees (collectively, the "Replacement Lender"), none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative AgentAgent or, in the Swingline case of a replacement as provided in Section 13.12(b) where the consent of the respective Lender and is required with respect to less than all Tranches of its Loans or Commitments, at the option of the Borrower, to replace only the Commitments and/or outstanding Loans of such Lender in respect of each Issuing Bank (to Tranche where the extent consent of such Lender would otherwise be individually required, with identical Commitments and/or Loans of the Administrative Agent’s, respective Tranche provided by the Swingline Replacement Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that that:
(i) at the time of any replacement pursuant to this Section 2.131.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and all then outstanding Loans (or, in the case of the replacement of less than all the Tranches of Commitments and outstanding Loans of the respective Replaced Lender, all of the Commitments and all then outstanding Loans relating to the Tranche or Tranches with respect to which such Lender is being replaced) of, and in the case of the replacement of the Revolving Loan Commitment of such Replaced Lender, all participations in all then outstanding 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 (IA) an amount equal to the principal of, and all accrued interest on, all then outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced replaced, (B) in the case of the replacement of the Revolving Loan Commitment of such Replaced Lender an amount equal to all Unpaid Drawings (unless there are no Unpaid Drawings) that have been funded by (and not reimbursed to) such Replaced Lender at such time, together with all then unpaid interest with respect thereto at such time and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender (but only with respect to the relevant Tranche or Tranches, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Lender) pursuant to Section 4.013.01, (y) in the case of the replacement of any Revolving Loan Commitment, the respective Issuing Lender an amount equal to such Replaced Lender's L/C Participation Percentage (in each case for this purpose, determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Lender), of any Unpaid Drawing (which at such time remains an Unpaid Drawing) with respect to Letters of Credit issued by the Issuing Lender to the extent such amount was not theretofore funded by such Replaced Lender and (z) in the case of the replacement of any Revolving Loan Commitment, the Swingline Lender an amount equal to such Replaced Lender's RL Percentage (determined as if the adjustment described in clause (y) of the immediately succeeding sentence had been made with respect to such Replaced Lender) of any Mandatory Borrowing (determined in accordance with Section 1.07), to the extent such amount was not theretofore funded by such Replaced Lender, without duplication; and
(ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.04 13.16 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes Note(s) 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 2.101.10, 2.111.11, 5.042.06, 12.07 4.04, 13.01 and 13.0113.06), which shall survive as to such Replaced Lender and (y) in the case of the replacement of any Revolving Loan Commitment pursuant to this Section 1.13, the RL Percentages of the Lenders shall be automatically adjusted at such time to give effect to such replacement. Upon the replacement of a Replaced Lender pursuant to this Section 1.13, the Note(s) (or the Note(s) relating to the Tranches being replaced) of such Replaced Lender shall be deemed canceled, and such Replaced Lender shall use reasonable efforts to return such Note(s) to the Borrower or, if such Note(s) are lost or destroyed, such Replaced Lender shall, at the Borrower's request, (x) certify to the Borrower the loss or destruction of such Note(s) and (y) provide the Borrower with respect to actions or occurrences prior to it ceasing to be a Lender hereundercustomary lost note indemnification letter.
Appears in 1 contract
Replacement of Lenders. If any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Loans, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c2.10(a)(ii) or (diii), Section 2.10(c) or Section 5.05 4.04 with respect to any Lender which results in such Lender charging to any Borrower increased costs in excess of those being generally charged by the other Lenders or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b)12.12(b) but which requires the consent of each Lender or each directly affected Lender, Borrower Aleris shall have the right right, if no Default or Event of Default then exists (or, in the case of preceding clause (z), will exist after giving effect to such replacement), either (A) to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, Agent or (B) to replace only (a) the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.04(b) Commitment (and sub-commitments and outstandings pursuant thereto) of the Replaced Lender with all fees payable pursuant to said Section 13.04(b) to be paid an identical Commitment provided by the Replacement Lender and/or the Replaced Lender or (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, (ii) all obligations of Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iiib) in the case of any assignment resulting from clause (ya replacement as provided in Section 12.12(b) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon where the execution consent of the respective Assignment and AssumptionLender is required with respect to less than all Tranches of its Loans or Commitments, the payment Commitments, sub-commitments and/or outstanding Loans of amounts referred to such Lender in clauses (i) and (ii) aboverespect of each Tranche where the consent of such Lender would otherwise be individually required, recordation with identical Commitments, sub-commitments and/or Loans of the assignment on the Register pursuant to Section 13.04 and, if so requested respective Tranche provided by the Replacement Lender, delivery to the Lender (each such Lender which is replaced by a Replacement Lender of the appropriate Note or Notes executed by Borrower, the Replacement Lender shall become whose Commitment (or any portion thereof) or Loans (or any portion thereof) is replaced (either pursuant to preceding clause (A) or (B)) is referred to herein as 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 2.10, 2.11, 5.04, 12.07 and 13.01Lender”), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.; provided that:
Appears in 1 contract
Replacement of Lenders. If any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make a Term Loan, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c2.10(a)(ii) or (diii), Section 2.10(c), Section 2.10(d) or Section 5.05 5.04 with respect to any Lender which results in such Lender requesting reimbursement by the Borrower or (z) as provided in Section 13.12(b) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right right, if no Event of Default then exists (or, in the case of preceding clause (z) will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferee or Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and Commitment (if any) or outstanding Loans Term Loan (if any) of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued and unpaid interest on, all outstanding Loans the Term Loan of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced Lender, and (IIB) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, and (ii) all obligations Obligations of the Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Term Note or Notes executed by the Borrower, 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 2.10, 2.11, 5.04, 12.07 13.01 and 13.0113.06), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 1 contract
Replacement of Lenders. If The Borrower may, at any time and so long as ---------------------- no Default or Event of Default has then occurred and is continuing, replace any Lender becomes a Defaulting Lender, (y) upon that has requested additional amounts from the occurrence of an event giving rise to the operation of Section 2.10(bBorrower under SECTION 2.16(a), (cSECTION 2.16(b) or (d) SECTION 2.17 or Section 5.05 with respect the obligation of which to make or maintain LIBOR Loans has been suspended under SECTION 2.16(d), in either case by written notice to such Lender and the Administrative Agent given not more than thirty (30) days after any such event and identifying one or (z) in the case more Persons each of a refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and shall be reasonably acceptable to the extentAdministrative Agent (each, a "Replacement Lender," and collectively, the "Replacement Lenders") provided in Section 13.12(b), Borrower shall have the right to replace such Lender (the “"Replaced Lender”) with one or more other Eligible Transferees"), none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) the notice from the -------- Borrower to the Replaced Lender and the Administrative Agent provided for hereinabove shall specify an effective date for such replacement (the "Replacement Effective Date"), which shall be at least five (5) Business Days after such notice is given, (ii) as of the time of any replacement pursuant to this Section 2.13relevant Replacement Effective Date, the each Replacement Lender shall enter into one or more an Assignment and Assumptions pursuant to Section 13.04(b) (and Acceptance with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender pursuant to SECTION 11.7(a) (as may but shall not be agreed required to at such time by and among Borrowerpay the processing fee otherwise payable to the Administrative Agent pursuant to SECTION 11.7(a)), the Replacement Lender and the Replaced Lender)) pursuant to which such Replacement Lenders collectively shall acquire, in such proportion among them as they may agree with the Replacement Lender shall acquire Borrower and the Administrative Agent, all (but not less than all) of the Commitments and outstanding Loans of the Replaced Lender Lender, and, in connection therewith, shall pay to (x) the Replaced Lender Lender, as the purchase price in respect thereof thereof, an amount equal to the sum as of the Replacement Effective Date (without duplication) of (Iy) an the unpaid principal amount equal to the principal of, and all accrued but unpaid interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and (IIz) an amount equal to the Replaced Lender's ratable share of all accrued, accrued but theretofore unpaid, Fees unpaid fees owing to the Replaced Lender pursuant to Section 4.01hereunder, and (iiiii) all other obligations of the Borrower due and owing to the Replaced Lender at such time under this Agreement (other than those specifically described in clause (iii) above in respect of which the assignment purchase price has been, or is concurrently being, paid) ), including, without limitation, amounts payable under SECTION 2.18 as a result of the actions required to be taken under this SECTION 2.20, shall be paid in full by the Borrower to such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery prior to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderEffective Date.
Appears in 1 contract
Replacement of Lenders. (i) If any Lender becomes a Defaulting Lender, (yii) upon the occurrence of an event giving rise to the operation of Section 2.10(b), (c1.5(a)(ii) or (diii), Section 1.5(c) or Section 5.05 3.4 with respect to any Lender which results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders or (ziii) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right right, if no Default or Event of Default then exists (or, in the case of preceding clause (iii), will exist immediately after giving to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.131.8, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b13.4(b) (and with all fees payable pursuant to under said Section 13.04(b13.4(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments Commitment and the outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued and unpaid interest on, all the outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced and Lender, plus (II) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, the recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.04 13.18 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, 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 2.101.5, 2.111.6, 5.043.4, 12.07 12.8 and 13.0113.1), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 1 contract
Replacement of Lenders. If On and after the Term Loan Commitment Termination Date, (x) if any Lender becomes a Defaulting Lender, (y) upon the occurrence of an any event giving rise to the operation of Section 2.10(b), (c1.10(a)(ii) or (d) iii), Section 1.10(c), Section 2.05 or Section 5.05 4.04 with respect to any Lender which results in such Lender charging to the Borrower increased costs in a material amount in excess of those being generally charged by the other Lenders or (z) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower shall have the right right, in accordance with Section 13.04(b), if no Default or Event of Default then exists or would exist after giving effect to such replacement, to replace such Lender (the “Replaced Lender”"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 (collectively, the “Replacement Lender”"REPLACEMENT LENDER") and each of whom which shall be required to be reasonably acceptable to the Administrative AgentAgent or, at the option of the Borrower, to replace only (a) the Revolving Loan Commitment (and outstandings pursuant thereto) of the Replaced Lender with an identical Revolving Loan Commitment provided by the Replacement Lender or (b) in the case of a replacement as provided in Section 13.12(b) where the consent of the respective Lender is required with respect to less than all Tranches of its Loans or Commitments, the Swingline Commitments and/or outstanding Loans of such Lender and in respect of each Issuing Bank (to Tranche where the extent consent of such Lender would otherwise be individually required, with identical Commitments and/or Loans of the Administrative Agent’s, respective Tranche provided by the Swingline Replacement Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that PROVIDED that:
(i) at the time of any replacement pursuant to this Section 2.131.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans (or, in the case of the replacement of only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans and participations in Letter of Credit Outstandings and/or (b) the outstanding Term Loans, the outstanding Term Loans) of, and in each case (except for the replacement of only the outstanding Term Loans of the respective Lender) 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 (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (or of the Loans of the respective Tranche being replaced) of the Replaced Lender under each Tranche Lender, (B) an amount equal to all Unpaid Drawings (unless there are no Unpaid Drawings with respect to which the Tranche being replaced) that have been funded by (and not reimbursed to) such Replaced Lender is being replaced Lender, together with all then unpaid interest with respect thereto at such time and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender (but only with respect to the relevant Tranche, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Lender) pursuant to Section 4.013.01, (y) except in the case of the replacement of only the outstanding Term Loans of a Replaced Lender, each Letter of Credit Issuer an amount equal to such Replaced Lender's RL Percentage of any Unpaid Drawing relating to Letters of Credit issued by such Letter of Credit Issuer (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender and (z) in the case of any replacement of Revolving Loan Commitments, the Swingline Lender an amount equal to such Replaced Lender's Adjusted RL Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender; and
(ii) all obligations of the Borrower due and then owing to the Replaced Lender at such time (other than those (a) specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 1.11 or (b) relating to any Tranche of Loans and/or Commitments of the respective Replaced Lender which will remain outstanding after giving effect to the respective replacement) shall be paid in full to such Replaced Lender concurrently with such replacement; upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.04 13.17 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 and, unless the respective Replaced Lender continues to have outstanding Term Loans and/or a Revolving Loan Commitment hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.101.10, 2.111.11, 5.042.05, 12.07 4.04, 13.01 and 13.0113.06), which shall survive as to such Replaced Lender with respect and (y) except in the case of the replacement of only outstanding Term Loans, the Adjusted RL Percentages of the Lenders shall be automatically adjusted at such time to actions or occurrences prior give effect to it ceasing to be a Lender hereundersuch replacement.
Appears in 1 contract
Sources: Credit Agreement (Intelsat LTD)
Replacement of Lenders. If any Lender becomes a Defaulting Lender, (y) upon Upon the occurrence of an any event ---------------------- giving rise to the operation of Section 2.10(b), (c1.10(a)(ii) or (d) iii), Section 1.10(c), Section 2.06 or Section 5.05 4.04 with respect to any Lender which results in such Lender or charging to the Borrower increased costs in excess of those being generally charged by the other Lenders, (y) if a Lender becomes a Defaulting Lender and/or (z) in the case of a refusal by a Lender to consent to a proposed changeschange, waiverswaiver, discharges discharge or terminations termination with respect to this Agreement which have has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b)12.12, the Borrower shall have the right right, if no Default or Event of Default then exists, to replace such Lender (the “"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 (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.131.13, the Replacement Lender shall enter into one or more Assignment and Assumptions Agreements pursuant to Section 13.04(b12.04(b) (and with all fees payable pursuant to said Section 13.04(b12.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced 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 (x) the Replaced Lender in respect thereof an amount equal to the sum of (IA) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche Lender, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time and (IIC) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.013.01 and (y) the Letter of Credit Issuer an amount equal to such Replaced Lender's RC Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above, the recordation of the assignment on in the Register pursuant to as provided in Section 13.04 12.16 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, 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 applicable to the Replaced Lender under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 1 contract
Sources: Credit Agreement (Hci Direct Inc)
Replacement of Lenders. If any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Loans, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b)1.08, (c) or (d) Section 1.10 or Section 5.05 4.04 with respect to any Lender which results in such Lender charging to Borrower increased costs, or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b12.12(b), Borrower shall have the right right, if no Default or Event of Default then exists, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Agent (each such Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such which is replaced by a Replacement Lender pursuant is referred to Section 13.04herein as a “Replaced Lender”); provided that that:
(ia) at the time of any replacement pursuant to this Section 2.131.12, the Replaced Lender and the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b12.04(b) (and with all fees payable pursuant to said Section 13.04(b12.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed to at such time by and among Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall acquire the Commitment (if any) of, all of the Commitments and outstanding Loans of owing to the Replaced Lender and, and in connection therewith, (i) the Replacement Lender shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (Ix) an amount equal to the aggregate principal of, and all accrued and unpaid interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced Lender, and (IIy) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.01, 3.01 and (ii) in the case of a Replaced Lender that is a Revolving Lender, the Replacement Lender shall pay to the Swingline Lender in respect thereof 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 to the Swingline Lender, together with all then accrued and unpaid interest with respect thereto at such time; and
(b) all obligations of Borrower due and owing to the Replaced Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Borrower, 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 2.10, 2.11, 5.04, 12.07 and 13.01), which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunder.
Appears in 1 contract
Replacement of Lenders. If any Lender becomes a Defaulting LenderLender or otherwise defaults in its obligations to make Loans, (y) upon the occurrence of an event giving rise to the operation of Section 2.10(b)2.11, (c) 2.12, 2.15 or (d) or Section 5.05 2.16 with respect to any Lender which results in such Lender charging to the Borrower increased costs materially in excess of those being generally charged by the other Lenders or (z) in the case of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b)11.1, the Borrower shall have the right right, if no Default or Event of Default then exists (or, in the case of preceding clause (z), will exist immediately after giving effect to such replacement), to replace such Lender (the “"Replaced Lender”") with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “"Replacement Lender”") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, the Swingline Lender and each Issuing Bank (to the extent the Administrative Agent’s, the Swingline Lender’s and such Issuing Bank’s consent would be required for an assignment to such Replacement Lender pursuant to Section 13.04); provided that (i) at the time of any replacement pursuant to this Section 2.132.22, the Replacement Lender shall enter into one or more Assignment and Assumptions Assumption Agreements pursuant to Section 13.04(b) 11.4 (and with all fees payable pursuant to said Section 13.04(b) 11.4 to be paid by the Replacement Lender Borrower and/or the Replaced Replacement Lender (as may be agreed to at such time by and among Borrower, between the Borrower and the Replacement Lender and the Replaced 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 (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche Lender, (II) an amount equal to all Unpaid Reimbursement Obligations that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect to which thereto at such Replaced Lender is being replaced time, and (IIIII) an amount equal to all accrued, but theretofore unpaid, Fees fees owing to the Replaced Lender, and (y) if the Replaced Lender pursuant has a Revolving Loan Commitment which is being replaced, the Issuing Lender an amount equal to Section 4.01, such Replaced Lender's percentage of any Unpaid Reimbursement Obligations (iiwhich at such time remains an Unpaid Reimbursement Obligation) all obligations of Borrower due and owing to the extent such amount was not theretofore funded by such Replaced Lender to the Issuing Lender at such time (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 receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.13, the Administrative Agent shall be entitled (but not obligated) and authorized to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.13 and Section 13.04 and (iii) in the case of any assignment resulting from clause (y) above, such assignment will result in a reduction in such compensation or payments thereafter. Upon the execution of the respective Assignment and AssumptionAssumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register pursuant to Section 13.04 above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and and, unless the Replaced Lender is being replaced with respect to less than all of the tranches in which it participates, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.10, 2.11, 5.04, 12.07 and 13.01)Agreement, which shall survive as to such Replaced Lender with respect to actions or occurrences prior to it ceasing to be a Lender hereunderLender.
Appears in 1 contract
Sources: Loan Agreement (Qep Co Inc)