Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 101 contracts

Samples: Credit Agreement (Aar Corp), Credit Agreement (Aecom Technology Corp), Collateral Agreement (Diamond Foods Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the ~~Borrower~~ Borrowers may, at ~~its~~ their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 28 contracts

Samples: Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.), Asset Based Revolving Credit Agreement (Nextier Oilfield Solutions Inc.), Asset Based Revolving Credit Agreement (King Merger Sub II LLC)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 24 contracts

Samples: Credit Agreement (Harvard Bioscience Inc), Credit Agreement (Sun Communities Inc), Credit Agreement (Ryman Hospitality Properties, Inc.)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the ~~Borrower~~ Borrowers may, at ~~its~~ their sole expense and effort, upon notice to such Lender and the ~~Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 21 contracts

Samples: Credit Agreement (Kirkland's, Inc), Term Loan Credit Agreement (Kirkland's, Inc), Credit Agreement (Tilly's, Inc.)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~2.11, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~2.14, or if any Lender is ~~a Defaulting~~ an Affected Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the ~~Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~8.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to ~~an assignee~~ one or more assignees that shall assume such obligations (which any such assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 21 contracts

Samples: Assignment and Assumption (Arizona Public Service Co), Year Credit Agreement (Arizona Public Service Co), Year Credit Agreement (Arizona Public Service Co)

Appears in 16 contracts

Samples: Credit Agreement (Sonoco Products Co), Credit Agreement (Sonoco Products Co), Credit Agreement (Health Care Property Investors Inc)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~2.16, or if any Lender is a Defaulting ~~Lender~~Lender hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the ~~Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06)~~7.05, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 9 contracts

Samples: Credit Agreement (Scana Corp), Credit Agreement (Scana Corp), Credit Agreement (Scana Corp)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 9 contracts

Samples: Credit Agreement (Aecom Technology Corp), Credit Agreement (Tibco Software Inc), Credit Agreement (Aecom Technology Corp)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01,~~ 3.01 or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 9 contracts

Samples: Credit Agreement (Echo Pharma Acquisition LTD), Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD), Senior Secured Bridge Credit Agreement (Echo Pharma Acquisition LTD)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~2.11, or if the Borrower is required to pay ~~any~~ additional ~~amount~~ amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~2.14, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the ~~Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~8.07), all of its interests, rights and obligations under this Agreement ~~and the related Loan Documents~~ to an ~~assignee~~ Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 7 contracts

Samples: Five Year Credit Agreement (Gatx Corp), Credit Agreement (Gatx Corp), Five Year Credit Agreement (Gatx Corp)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a ~~Defaulting~~ Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the ~~Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 7 contracts

Samples: Credit Agreement (Sequential Brands Group, Inc.), Credit Agreement (Sequential Brands Group, Inc.), Credit Agreement (Singer Madeline Holdings, Inc.)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~2.09, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~2.12, or if any Lender is ~~a Defaulting~~ an Affected Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the ~~Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~8.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to ~~an assignee~~ one or more assignees that shall assume such obligations (which any such assignee may be another Lender (other than an Affected Lender), if a such Lender accepts such assignment), provided that:

Appears in 7 contracts

Samples: Day Term Loan Agreement (Arizona Public Service Co), Assignment and Assumption (Arizona Public Service Co), Term Loan Agreement (Arizona Public Service Co)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Borrowers may, at ~~its~~ their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 7 contracts

Samples: Credit Agreement (Emergency Medical Services CORP), Credit Agreement (Potlatch Corp), Management Services Agreement (Prospect Medical Holdings Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents of all Persons other than such Lender required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 6 contracts

Samples: Credit Agreement (Greif, Inc), Credit Agreement (Greif Inc), Credit Agreement (Greif Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01,~~ 3.01 or if any Lender is a Defaulting Lender, ~~then~~ the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 6 contracts

Samples: Credit Agreement (SWIFT TRANSPORTATION Co), Credit Agreement (SWIFT TRANSPORTATION Co), Guarantee and Collateral Agreement (SWIFT TRANSPORTATION Co)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting ~~Lender,~~ Lender then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 5 contracts

Samples: Credit Agreement (Fresh Market, Inc.), Credit Agreement (Fresh Market, Inc.), Bridge Term Loan Credit Agreement (Egl Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01~~, or if any Lender is a Defaulting Lender~~, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 5 contracts

Samples: Term Loan Agreement (Gilead Sciences Inc), Credit Agreement (AOL Inc.), Credit Agreement (Ats Corp)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the ~~Borrower~~ Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~10.05), all of its interests, rights and obligations under this Credit Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 5 contracts

Samples: Credit Agreement (Cablevision Systems Corp /Ny), Credit Agreement (CSC Holdings Inc), Credit Agreement (Cablevision Systems Corp /Ny)

Appears in 5 contracts

Samples: Credit Agreement (Destination Maternity Corp), Credit Agreement (Destination Maternity Corp), Credit Agreement (Destination Maternity Corp)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Borrowers may, at ~~its~~ their sole expense and effort, upon notice to such Lender and the ~~Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 5 contracts

Samples: Credit Agreement (Hancock Fabrics Inc), Credit Agreement (Cache Inc), Credit Agreement (Kid Brands, Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 5 contracts

Samples: Security Agreement (Gaylord Entertainment Co /De), Security Agreement (Gaylord Entertainment Co /De), Credit Agreement (Gaylord Entertainment Co /De)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the ~~Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 4 contracts

Samples: Credit Agreement (Tandy Brands Accessories Inc), Credit Agreement (Gulfport Energy Corp), Credit Agreement (Alexander & Baldwin Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if ~~the~~ Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then ~~the~~ Borrower may, at its sole expense and effort, upon notice to such Lender and the ~~Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 4 contracts

Samples: Credit Agreement (Littelfuse Inc /De), Credit Agreement (Littelfuse Inc /De), Loan Agreement (Littelfuse Inc /De)

Replacement of Lenders. If ~~any Lender requests compensation under Section 3.04, or if~~ the Borrower is ~~required~~ entitled to ~~pay any additional amount to any Lender or any Governmental Authority for the account of any~~ replace a Lender pursuant to the provisions of Section ~~3.01~~3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then (x) the ~~Borrower~~ Borrowers may, at its sole expense and effort, upon notice to such Lender and the Administrative ~~Agent~~Agent and (y) the Administrative Agent may upon notice to such Lender, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an ~~assignee~~ Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 4 contracts

Samples: Credit Agreement (PetIQ, Inc.), Credit Agreement (American Apparel, Inc), Credit Agreement (American Apparel, Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if ~~the~~ Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, ~~then the~~ then, in each case, Borrower may, at its sole expense and effort, upon notice to such Lender and ~~the Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 4 contracts

Samples: Credit Agreement (Cogdell Spencer Inc.), Credit Agreement (Cogdell Spencer Inc.), Credit Agreement (Cogdell Spencer Inc.)

Replacement of Lenders. (a) If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 4 contracts

Samples: Term Loan Facility Credit Agreement (Gilead Sciences Inc), Credit Agreement (St Jude Medical Inc), Credit Agreement (St Jude Medical Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental ~~Authority~~ Entity for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 4 contracts

Samples: Credit Agreement (Rti International Metals Inc), Credit Agreement (Rti International Metals Inc), Credit Agreement (Rti International Metals Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~10.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 4 contracts

Samples: Credit Agreement (Oneok Inc /New/), Credit Agreement (Oneok Inc /New/), Credit Agreement (Methode Electronics Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if ~~the~~ Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then ~~the~~ Borrower may, at its sole expense and effort, upon notice to such Lender and ~~the~~ Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 4 contracts

Samples: Assignment and Assumption (Wci Communities Inc), Possession Credit Agreement (Wci Communities Inc), Senior Term Loan Agreement (Wci Communities Inc)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.4, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~3.1 or Section 3.3, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and ~~the~~ Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~10.5), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 4 contracts

Samples: Revolving Credit Agreement (Essex Portfolio Lp), Revolving Credit Agreement (Essex Portfolio Lp), Revolving Credit Agreement (Essex Property Trust Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Company or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 4 contracts

Samples: Credit Agreement (Carmax Inc), Syndicated New and Used Vehicle Floorplan Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~10.2, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~10.1, ~~or if any Lender is a Defaulting Lender, then~~ the Borrower ~~may,~~ may at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~11.11), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 4 contracts

Samples: Security Agreement (M I Homes Inc), Security Agreement (M I Homes Inc), Credit Agreement (M I Homes Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if ~~the~~ Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then ~~the~~ Borrower may, at its sole expense and effort, upon notice to such Lender and ~~the~~ Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 4 contracts

Samples: Credit Agreement (PMC Commercial Trust /Tx), Credit Agreement (PMC Commercial Trust /Tx), Credit Agreement (PMC Commercial Trust /Tx)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~4.10, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~4.11, or if any Lender is a Defaulting ~~Lender~~Lender hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~13.10), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 4 contracts

Samples: Credit Agreement (Family Dollar Stores Inc), Credit Agreement (Family Dollar Stores Inc), Credit Agreement (Family Dollar Stores Inc)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.2, or if ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~3.1, or if any Lender is a Defaulting Lender, then ~~the~~ such Borrower may, at its sole expense and effort, upon notice to such Lender and ~~the~~ Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~10.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 3 contracts

Samples: Credit Agreement (Reliance Steel & Aluminum Co), Credit Agreement (Reliance Steel & Aluminum Co), Credit Agreement (Reliance Steel & Aluminum Co)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~4.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~4.17, or if any Lender ~~is a Defaulting Lender~~defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~13.10), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 3 contracts

Samples: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.4, or if the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~3.1, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Borrowers may, at ~~its~~ their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~10.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 3 contracts

Samples: Credit Agreement (Global Partners LP), Credit Agreement (Global Partners LP), Credit Agreement (Global Partners LP)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 3 contracts

Samples: Term Loan Agreement (Agree Realty Corp), Revolving Credit and Term Loan Agreement (Agree Realty Corp), Credit Agreement (Internap Network Services Corp)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~6.2, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~6.3, or if any Lender is becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon ten days’ notice to such Lender and the ~~Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, ~~Section 10.06~~Article 18), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an ~~assignee~~ Eligible Assignee that shall assume such obligations (which ~~assignee~~ Eligible Assignee may be another Lender, if a Lender accepts such ~~assignment~~Assignment), provided that:

Appears in 3 contracts

Samples: Assignment and Assumption (Agnico Eagle Mines LTD), Agreement (Agnico Eagle Mines LTD), Credit Agreement (Agnico Eagle Mines LTD)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the ~~Borrower~~ Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that ~~shall~~ will assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 3 contracts

Samples: Credit Agreement (Starbucks Corp), Credit Agreement (Starbucks Corp), Credit Agreement (Starbucks Corp)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.04 or provides notice under Section 3.02, or if ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 3 contracts

Samples: Credit Agreement (Watts Water Technologies Inc), Credit Agreement (Watts Water Technologies Inc), Credit Agreement (Watts Water Technologies Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the ~~Borrower~~ Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~10.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 3 contracts

Samples: Credit Agreement (Methode Electronics Inc), Credit Agreement (Methode Electronics Inc), Credit Agreement (Methode Electronics Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if ~~the~~ a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the ~~Borrower~~ Company may, at its sole expense and effort, upon notice to such Lender and the ~~Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payment pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 3 contracts

Samples: Credit Agreement (Littelfuse Inc /De), Credit Agreement (Littelfuse Inc /De), Credit Agreement (Littelfuse Inc /De)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.5, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~3.7, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~10.4), all of its interests, rights and obligations under this Credit Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 3 contracts

Samples: Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.)

Appears in 3 contracts

Samples: Credit Agreement (Intersil Corp/De), Credit Agreement (McGrath Rentcorp), Credit Agreement (Philadelphia Consolidated Holding Corp)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Borrowers may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~10.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Credit Agreement (Longview Fibre Co), Credit Agreement (Longview Fibre Co)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~2.11, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~2.9, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions and other requirements contained in, and consents required by, Section ~~10.06~~11.7), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be be, but is not required to be, another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Term Loan Agreement (New Plan Excel Realty Trust Inc), Term Loan Agreement (New Plan Excel Realty Trust Inc)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~4.1, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~4.2, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~15.2), all of its interests, rights and obligations under this Agreement and the related Loan Documents (other than Lender Hedging Agreements or the AMI Side Letter) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Loan Agreement (Miller Energy Resources, Inc.), Loan Agreement (Miller Energy Resources, Inc.)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if ~~the~~ a Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the ~~related Loan~~ other Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Credit Agreement (Arch Capital Group Ltd.), Credit Agreement (Arch Capital Group Ltd.)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or an Impacted Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Credit Agreement (Hill International, Inc.), Credit Agreement (Hill International, Inc.)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~5.1, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~4.6, or if any Lender ~~is a Defaulting Lender~~defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the ~~Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~13.7), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Credit Agreement (Ezcorp Inc), Credit Agreement (Ezcorp Inc)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~2.12, or if ~~the~~ Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~2.15, or if ~~any Lender is a Defaulting Lender~~Borrower exercises its replacement rights under Section 10.02(d), then ~~the~~ Borrower may, at its sole expense and effort, upon notice to such Lender and ~~the~~ Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~10.04), all of its interests, rights and obligations under this Agreement and the ~~related~~ other Loan Documents to an ~~assignee~~ Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 2 contracts

Samples: Credit Agreement (Norcraft Companies, Inc.), Credit Agreement (Norcraft Companies Lp)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.4, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~3.1, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~12.6), all of its interests, rights and obligations under this Credit Agreement and the related ~~Loan~~ Fundamental Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Joinder Agreement (Ventas Inc), Credit and Guaranty Agreement (Ventas Inc)

Replacement of Lenders. If any Participating Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Participating Lender or any Governmental Authority for the account of any Participating Lender pursuant to Section ~~3.01, or if any Lender is a Defaulting Lender~~2.05, then the ~~Borrower may~~Borrower, within thirty (30) days following such request and at its sole expense and effort, upon notice to such Participating Lender and the Administrative Agent and Revolving Agent, require such Participating Lender to assign and ~~delegate, without recourse~~ delegate (in accordance with ~~and subject to~~ the ~~restrictions contained in~~procedures of Section 13.09), ~~and consents required by, Section 10.06)~~without recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Participating Lender, if a Participating Lender accepts such assignment), ; provided that:

Appears in 2 contracts

Samples: Credit Agreement (Global Power Equipment Group Inc/), Credit Agreement (Global Power Equipment Group Inc/)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.4, or if ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~3.1, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~10.7), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 2 contracts

Samples: Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries Inc /De/)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.4, or if ~~the~~ Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~3.1 or Section 3.3, or if any Lender is a Defaulting Lender, then ~~the~~ Borrower may, at its sole expense and effort, upon notice to such Lender and ~~the~~ Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~10.5), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Revolving Credit Agreement (AmREIT, Inc.), Revolving Credit Agreement (AmREIT, Inc.)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the ~~Borrower~~ Borrowers may, at ~~its~~ their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Credit Agreement (Herbalife Ltd.), Credit Agreement (Herbalife Ltd.)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Company may, at its sole expense and effort, upon notice to such Lender and ~~the Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Credit Agreement (American Vanguard Corp), Credit Agreement (American Vanguard Corp)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.4, or if ~~the~~ Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~3.1, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then ~~the~~ Borrower may, at its sole expense and effort, upon notice to such Lender and ~~the~~ Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~10.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Credit Agreement (Reliance Steel & Aluminum Co), Term Loan Agreement (Prologis)

Replacement of Lenders. If any Lender requests compensation under ~~Section~~ SECTION 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to ~~Section~~ SECTION 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, ~~Section~~ SECTION 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ~~provided~~ PROVIDED that:

Appears in 2 contracts

Samples: Credit Agreement (Nuco2 Inc /Fl), Credit Agreement (Tupperware Brands Corp)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~5.10, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~5.11, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~14.10), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 2 contracts

Samples: Credit Agreement (O Charleys Inc), Credit Agreement (O Charleys Inc)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~4.04, or if ~~the Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~4.01, or if any Lender is a Defaulting Lender, then ~~the Borrower~~ Borrowers may, at ~~its~~ their sole expense and effort, upon notice to such Lender and ~~the~~ Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~12.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Revolving Credit Agreement (FelCor Lodging Trust Inc), Term Loan Agreement (FelCor Lodging Trust Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Credit Agreement and the related ~~Loan~~ Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Credit Agreement (Sabre Holdings Corp), Credit Agreement (Sabre Holdings Corp)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~4.10, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~4.11, or if any Lender ~~is a Defaulting Lender~~defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~14.11), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 2 contracts

Samples: Eleventh Amendment and Consent (Bowater Inc), Eleventh Amendment and Consent (AbitibiBowater Inc.)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a ~~Defaulting~~ Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the ~~Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Credit Agreement (Pacific Sunwear of California Inc), Credit Agreement (Pacific Sunwear of California Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Borrowers may, at ~~its~~ their sole expense and effort, upon notice to such Lender and the Administrative Agent by the Borrower Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Prospect Medical Holdings Inc), First Lien Credit Agreement (Prospect Medical Holdings Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and ~~the Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Credit Agreement (Flow International Corp), Credit Agreement (Flow International Corp)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.10, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~3.11, or if any Lender ~~is a Defaulting Lender~~defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~9.10), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 2 contracts

Samples: Credit Agreement (Hhgregg, Inc.), Credit Agreement (Hhgregg, Inc.)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~4.04, or if the ~~Borrower~~ Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~4.01, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~11.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ~~provided~~ provided, that:

Appears in 2 contracts

Samples: Credit Agreement (Giant Industries Inc), Credit Agreement (Giant Industries Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a ~~Defaulting~~ Non-Consenting Lender, then the ~~Borrower~~ Borrowers may, at ~~its~~ their sole expense and effort, upon notice to such Lender and the ~~Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Credit Agreement (Rh), Credit Agreement (Rh)

Appears in 2 contracts

Samples: Security Agreement (Asyst Technologies Inc), Credit Agreement (Asyst Technologies Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a ~~Defaulting~~ Non-Consenting Lender, then the ~~Borrower~~ Borrowers may, at ~~its~~ their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ~~provided~~ provided, that:

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Destination Maternity Corp), Term Loan Credit Agreement (Destination Maternity Corp)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if ~~the Borrower~~ any Loan Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting ~~Lender,~~ Lender then the ~~Borrower~~ Loan Parties may, at ~~its~~ their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee procured by the Borrower that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Credit Agreement (Torchmark Corp), Credit Agreement (Torchmark Corp)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Borrowers may, at ~~its~~ their sole expense and effort, upon notice to such Lender and the ~~Administrative~~ Payment Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Term Loan Agreement (LSB Industries Inc), Term Loan Agreement (LSB Industries Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at ~~its~~ their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Credit Agreement (Duckwall Alco Stores Inc), Credit Agreement (Duckwall Alco Stores Inc)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~6.1, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~6.3, or if any Lender is a Defaulting ~~Lender~~Lender hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the ~~Administrative Agent~~Administrator, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~13.1), all of its interests, rights and obligations under this Agreement and the ~~related Loan~~ Transaction Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 2 contracts

Samples: Loan Agreement (Jarden Corp), Loan Agreement (Jarden Corp)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender ~~is a Defaulting Lender~~defaults in its obligation to fund Loans or participations hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Credit Agreement (Energy Transfer Equity, L.P.), Credit Agreement (Energy Transfer Equity, L.P.)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting ~~Lender,~~ Lender then the ~~Borrower~~ Borrowers may, at ~~its~~ their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Credit Agreement (Exopack Holding Corp), Assignment and Assumption (Exopack Holding Corp)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.10, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~3.11, or if any Lender is a Defaulting ~~Lender~~Lender hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~13.10), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 2 contracts

Samples: Credit Agreement (Bok Financial Corp Et Al), Assignment and Assumption (Bok Financial Corp Et Al)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.2, or if ~~the~~ Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~3.1, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then ~~the~~ Borrower may, at its sole expense and effort, upon notice to such Lender and ~~the~~ Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~10.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Credit Agreement (Reliance Steel & Aluminum Co), Credit Agreement (Reliance Steel & Aluminum Co)

Appears in 2 contracts

Samples: Term Loan Agreement (Western Refining, Inc.), Revolving Credit Agreement (Western Refining, Inc.)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.5, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~3.7, or if any Lender ~~is a Defaulting Lender~~defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~10.4), all of its interests, rights and obligations under this Credit Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 2 contracts

Samples: Security Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.4, or if ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~3.1, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then ~~the Borrower~~ ProLogis may, at its sole expense and effort, upon notice to such Lender and ~~the~~ Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~10.6), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 1 contract

Samples: Term Loan Agreement (Prologis)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~2.11, or if ~~the~~ any Borrower is required to pay ~~any~~ additional ~~amount~~ amounts to any Lender or any ~~Governmental Authority~~ governmental authority for the account of any Lender pursuant to Section ~~3.01~~2.14, or if any Lender is a Defaulting Lender, then the ~~Borrower~~ Company may, at its sole expense and effort, upon notice to such Lender and the ~~Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~9.07), all of its interests, rights and obligations under this Agreement ~~and the related Loan Documents~~ to an ~~assignee~~ Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 1 contract

Samples: Credit Agreement (Cooper Industries PLC)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.10, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~3.11, or if any Lender is a Defaulting ~~Lender~~Lender hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~10.10), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 1 contract

Samples: Credit Agreement (Hormel Foods Corp /De/)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~2.12, or if ~~the~~ Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~2.15, or if any Lender ~~is a Defaulting Lender~~defaults in its obligation to fund Loans hereunder, then ~~the~~ Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without ~~recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06)~~recourse, all of its interests, rights and obligations under this Agreement and the ~~related Loan~~ other Credit Documents to an ~~assignee~~ Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 1 contract

Samples: Term Loan Credit Agreement (Nacco Industries Inc)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, ~~rights~~ rights, and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 1 contract

Samples: Credit Agreement (Allied World Assurance Holdings LTD)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.02, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, ~~provided~~ that:

Appears in 1 contract

Samples: Credit Agreement (Seitel Inc)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~2.12, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~2.15, or if any Lender ~~is a Defaulting Lender~~defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the ~~Administrative~~ Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained ~~in, and consents required by,~~ in Section ~~10.06~~11.04), all of its interests, rights and obligations under this Agreement ~~and the related Loan Documents~~ to an assignee selected by the Borrower that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)~~, provided that:~~; provided

Appears in 1 contract

Samples: Agreement

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting ~~Lender,~~ Lender then the ~~Borrower~~ Borrowers may, at ~~its~~ their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 1 contract

Samples: Credit Agreement (Egl Inc)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~2.18, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~2.16, or if any Lender ~~is a Defaulting Lender~~defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~9.6), all of its interests, rights and obligations under this Agreement and the related ~~Loan~~ Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment)~~, provided that:~~.

Appears in 1 contract

Samples: Credit Agreement (Mortons Restaurant Group Inc)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~2.11, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions and other requirements contained in, and consents required by, Section ~~10.06~~11.7), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be be, but is not required to be, another Lender, if a Lender accepts such assignment), provided that:

Appears in 1 contract

Samples: Revolving Credit Agreement (New Plan Excel Realty Trust Inc)

Replacement of Lenders. If any Lender requests compensation under Section ~~3.04~~3.3, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section ~~3.01~~3.2, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~13), all of its interests, rights and obligations under this Reimbursement and Pledge Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 1 contract

Samples: Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)

Replacement of Lenders. If any Lender requests compensation under ~~Section 3.04~~Sections 2.8, or if ~~the~~ Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to ~~Section 3.01~~Sections 2.8, or if any Lender is a Defaulting Lender, then ~~the~~ Borrower may, at its sole expense and effort, upon notice to such Lender and ~~the~~ Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~9.1), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:.

Appears in 1 contract

Samples: Credit Agreement (Trammell Crow Co)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if ~~the Borrower~~ any Loan Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the ~~Borrower~~ Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 1 contract

Samples: Credit Agreement (Outerwall Inc)

Appears in 1 contract

Samples: Credit Agreement (Scana Corp)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06),~~ 10.06 all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:

Appears in 1 contract

Samples: Term Loan Agreement (Sonoco Products Co)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any 101 Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 1 contract

Samples: Credit Agreement (Commercial Metals Co)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if ~~the~~ any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then ~~the Borrower~~ Toro may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section ~~10.06~~11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 1 contract

Samples: Credit Agreement (Toro Co)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the ~~Borrower is~~ Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the ~~Borrower~~ Borrowers may, at ~~its~~ their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all 131 of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Appears in 1 contract

Samples: Credit Agreement (Barnes & Noble Inc)

Common use of Replacement of Lenders Clause in Contracts