Agent Replacement Sample Clauses

Agent Replacement. The parties shall use commercially reasonable efforts to cause the Borrower under the Asset identified as “Mortgage 5” on Schedule 2.2 to waive Section 15.04 of the related loan agreement (such waiver, the “Agent Release”) prior to the sale of such Asset hereunder. If the parties shall be unsuccessful in obtaining the Agent Release prior to the date such Asset is sold, the applicable Seller shall continue to serve as “agent” in accordance with Section 15.04 of such Loan Agreement until such time as the Agent Release is obtained, subject to the following: (a) From and after the Closing with respect to such Asset, the Sellers shall have no obligation to (and shall not) take any action under the related Loan Documents other than to (i) promptly forward to Purchasers any correspondence received from the applicable Borrower or its affiliates and apprise Purchasers of any other communications (or attempted communications) received from the applicable Borrower or its affiliates in accordance with, or otherwise related to, the Loan Documents, and (ii) cooperate with Purchasers’ reasonable requests to facilitate communications with the applicable Borrower and/or its affiliates; and (b) Notwithstanding anything in this Agreement or in the related Loan Documents to the contrary, following the Closing with respect to such Asset, except as contemplated in clause (a) above, the applicable Seller (in its capacity as “agent” pursuant to Section 15.04 of the related Loan Agreement) shall not have any fiduciary or contractual duty to Purchasers, their Affiliates or any other lender under the Loan Documents in connection with the Asset and/or undertaking the duties of “agent” under Section 15.04 of the Loan Agreement for such Asset. Purchasers and Purchaser Parent shall indemnify and hold Sellers harmless from and against any and all Damages reasonably incurred by any Seller in connection with the applicable Seller acting as “agent” in accordance with Section 15.04 of the Loan Agreement from and after the Closing with respect to such Asset through and including the date the Agent Release is obtained, unless caused by the applicable Seller acting inconsistent with clause (a) above or the terms of Section 15.04 in such Loan Agreement or by the negligence or intentional misconduct of such Seller. The provisions of this Section 6.6 shall not be merged into the execution and delivery of any documents at the applicable Closing and shall survive the Closing of such Asset indefinite...
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Agent Replacement. (a) As of the Effective Date (i) the Existing Administrative Agent hereby resigns as the Administrative Agent and Swingline Lender pursuant to the terms of Section 12.8 of the Existing Credit Agreement (solely for purposes of this Section 9, capitalized terms used but not otherwise defined in this Amendment having the meanings assigned to them in the Existing Credit Agreement) and shall have no further obligations, responsibilities or duties under the Loan Documents in such capacities; (ii) the Lenders hereby appoint Bank of America as the Successor Administrative Agent under the Credit Agreement and the other Loan Documents (the “Appointment”), effective simultaneously with the occurrence of the Effective Date; (iii) the Parent Borrower hereby consents to the Appointment; (iv) Bank of America hereby accepts its Appointment as Successor Administrative Agent under the Credit Agreement and agrees to be bound by the Loan Documents to the extent they relate to the Administrative Agent under the Credit Agreement and (v) the Parent Borrower and the Lenders hereby waive any notice requirements under Section 12.8 of the Existing Credit Agreement. (b) Bank of America shall bear no responsibility for any actions taken or omitted to be taken by, and is not assuming any duties, liabilities or obligations of the Existing Administrative Agent arising from or relating to any actions taken or omitted to be taken by, the Existing Administrative Agent while it served as Administrative Agent, an Issuing Lender or Swingline Lender under the Existing Credit Agreement and the other Loan Documents. (c) The Existing Administrative Agent shall not be responsible or liable for (i) any actions taken or omitted to be taken by the Successor Administrative Agent on or after the Effective Date or (ii) any event, circumstance, condition, or action, existing on or after the Effective Date, with respect to the Collateral, the Credit Agreement, any other Loan Document, or the transactions contemplated hereby or thereby. (d) The Existing Administrative Agent, the Parent Borrower, each other Borrower and each Guarantor authorizes Bank of America to file any Uniform Commercial Code assignments or amendments with respect to the Uniform Commercial Code Financing Statements and other filings in respect of the Collateral as Bank of America deems necessary or desirable to evidence its succession as Successor Administrative Agent, in each case to the extent that such assignments, amendments and fili...

Related to Agent Replacement

  • Emergency Replacement SAP may replace a Subprocessor without advance notice where the reason for the change is outside of SAP’s reasonable control and prompt replacement is required for security or other urgent reasons. In this case, SAP will inform Customer of the replacement Subprocessor as soon as possible following its appointment. Section 6.3 applies accordingly.

  • Tool Replacement Personal tools worn out and/or broken on the job will be replaced on a like- for-like basis by the Employer, provided the tool is turned in to the Employer and the Employer had knowledge the tool was being used on the job. If an employee has his/her tools stolen from a state vehicle, the Employer will replace those tools, as long as no employee negligence has occurred.

  • Replacements and Replacement Reserve Borrower shall cause Mortgage Borrower to comply with all the terms and conditions set forth in Section 7.3 of the Mortgage Loan Agreement. In the event that, prior to the payment and performance in full of all obligations of Borrower under the Loan Documents, (1) (i) Mortgage Borrower is required to maintain the Replacement Reserve Fund pursuant to the terms of Section 7.3 of the Mortgage Loan Agreement, but Mortgage Lender waives such requirement, (ii) Mortgage Borrower is no longer required pursuant to the terms of the Mortgage Loan Agreement to maintain the Replacement Reserve Fund or (iii) the Mortgage Loan has been repaid in full, and (2) (i) Mezzanine A Borrower is required to maintain the Replacement Reserve Fund pursuant to the terms of Section 7.3 of the Mezzanine A Loan Agreement, but Mezzanine A Administrative Agent waives such requirement, (ii) Mezzanine A Borrower is no longer required pursuant to the terms of the Mezzanine A Loan Agreement to maintain the Replacement Reserve Fund (other than as expressly contemplated under the terms of the Mezzanine A Loan Agreement) or (iii) the Mezzanine A Loan has been repaid in full, then (A) Administrative Agent shall have the right to require Borrower to establish and maintain a reserve account that would operate in the same manner as the Replacement Reserve Fund pursuant to Section 7.3 of the Mortgage Loan Agreement, and (B) the provisions of Section 7.3 of the Mortgage Loan Agreement and all related definitions shall be incorporated herein by reference.

  • Mitigation of Obligations Replacement of Lenders (a) If any Lender requests compensation under Section 3.04, or if 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, then such Lender shall, upon the request of such Borrower, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.04 or 3.01, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If a Lender is a Defaulting Lender, or under any circumstances otherwise set forth herein providing that the Borrowers shall have the right to replace a Lender as a party to this Agreement, the Borrowers may, upon notice to such Lender and the Administrative Agent, replace such Lender by causing such Lender to assign its Commitment (with the assignment fee to be paid by the Borrowers in such instance) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the Borrowers; provided, however, that if the Borrowers elect to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to replace all Lenders that have made requests for compensation on a similar basis and in a similar amount pursuant to Section 3.01 or 3.

  • Card Replacement Fee If your account is subject to a Card Replacement Fee, a fee will be charged for each replacement card that is issued to you for any reason.

  • Card Replacement If you need to replace your Card for any reason, please contact us at 0-000-000-0000 to request a replacement Card. You will be required to provide personal information which may include your Card number, full name, transaction history, and similar information to help us verify your identity. There is a fee for replacing your Card. For information about the fee, please see the Schedule of Account Fees and Terms below.

  • Replacement Provider In the event the Agreement (or any portion thereof) is terminated in accordance with this Article II, the Sellers shall be responsible for engaging one or more qualified replacement providers of the Services of the Serviced Appointments that are subject to such termination (each, a “Replacement Provider”), which may be any Seller, any other member of the Seller Group or any third party acceptable to the Sellers. Upon request by the Sellers, the Purchasers shall provide the Sellers with reasonable assistance in marketing the Services subject to such termination to potential third party Replacement Providers, including by providing any information reasonably requested by the Sellers; provided, that any potential third party Replacement Provider shall have executed a customary confidentiality agreement before any confidential information of the Purchasers is disclosed by the Sellers to such potential third party Replacement Provider.

  • Replacement of a Lender In the event any Lender (i) gives notice under Section 4.4 [LIBOR Rate Unascertainable, Etc.], (ii) requests compensation under Section 5.8 [Increased Costs], or requires the Borrower to pay any Indemnified Taxes or additional amount to any Lender or any Official Body for the account of any Lender pursuant to Section 5.9 [Taxes], (iii) is a Defaulting Lender, (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or (v) is a Non-Consenting Lender referred to in Section 11.1 [Modifications, Amendments or Waivers], then in any such event the Borrower may, at its sole expense, 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 11.8 [Successors and Assigns]), all of its interests, rights (other than existing rights to payments pursuant to Sections 5.8 [Increased Costs] or 5.9 [Taxes]) 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: (i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8 [Successors and Assigns]; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Participation Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.10 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 5.8.1 [Increased Costs Generally] or payments required to be made pursuant to Section 5.9 [Taxes], such assignment will result in a reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with applicable Law. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

  • Mitigation Obligations; Replacement of Lenders (a) If any Lender requests compensation under Section 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 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) If any Lender requests compensation under Section 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 2.14, or if any 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 Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

  • Repair and Replacement Company shall be responsible to Lessor for reasonable replacement costs, or reasonable repair costs of all Equipment which is lost, stolen, or damaged while in the care, custody and control of Company as a result of Company's sole negligence in accordance with paragraph 2 above, reasonable wear and tear excepted, using the Actual Cash Value of the Equipment at the time of such loss. Prior to repairing the Equipment, Lessor shall submit to Company at least three estimates, including at least one estimate from a repair facility designated by Company. In the event the Equipment is lost or stolen, Company shall file a police report.

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