Common use of Limitations on Reimbursement Clause in Contracts

Limitations on Reimbursement. (a) The Borrower shall not be required to pay to any Bank reimbursement with regard to any costs or expenses under Section 2.15, 2A.6 or Article 9 incurred more than 90 days prior to the date of the relevant Bank's demand therefor. (b) None of the Banks shall be permitted to pass through to the Borrower charges and costs under Section 2.15 or 2A.6 or Article 9 on a discriminatory basis (i.e., which are not also passed through by such Bank to other customers of such Bank similarly situated where such customer is subject to documents providing for such pass through). (c) If the obligation of any Bank to make a Eurodollar Loan has been suspended under Section 9.2 or 9.5 for more than three consecutive months, or any Bank has requested compensation under Section 2.15 or 9.3, then the Borrower, provided no Default exists, shall have the right, subject to the Administrative Agent's prior written consent (such consent not to be unreasonably withheld) and in accordance with Section 11.6(c), to substitute a financial institution for such Bank. Such substitution shall result in such financial institution acquiring such Bank's rights, duties and obligations hereunder and assuming such Bank's Commitment hereunder. Upon such acquisition and assumption, the obligations of the Bank subject thereto shall be discharged, such Bank's Commitment shall be reduced to zero, and such Bank shall cease to be obligated to make further Loans.

Appears in 2 contracts

Samples: Credit Agreement (Alliance Data Systems Corp), Credit Agreement (Alliance Data Systems Corp)

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Limitations on Reimbursement. (a) The Borrower shall not be required to pay to any Bank reimbursement with regard to any costs or expenses under Section 2.15, 2A.6 2.15 or Article 9 8 incurred more than 90 days prior to the date of the relevant Bank's ’s demand therefor. (b) None of the Banks shall be permitted to pass through to the Borrower charges and costs under Section 2.15 or 2A.6 or Article 9 8 on a discriminatory basis (i.e., which are not also passed through by such Bank to other customers of such Bank similarly situated where such customer is subject to documents providing for such pass through). (c) If the obligation of any Bank to make a Eurodollar Euro-Dollar Loan has been suspended under Section 9.2 8.2 or 9.5 8.5 for more than three consecutive months, or any Bank has requested compensation under Section 2.15 or 9.38.3, then the Borrower, provided no Default exists, shall have the right, subject to the Administrative Agent's ’s prior written consent (such consent not to be unreasonably withheld) and in accordance with Section 11.6(c10.6(c), to substitute a financial institution for such Bank. Such substitution shall result in such financial institution acquiring such Bank's ’s rights, duties and obligations hereunder and assuming such Bank's ’s Commitment hereunder. Upon such acquisition and assumption, the obligations of the Bank subject thereto shall be discharged, such Bank's ’s Commitment shall be reduced to zero, and such Bank shall cease to be obligated to make further Loans.

Appears in 2 contracts

Samples: Credit Agreement (Alliance Data Systems Corp), Credit Agreement (Alliance Data Systems Corp)

Limitations on Reimbursement. (a) The Borrower shall not be required to pay to any Bank reimbursement with regard to any costs or expenses under Section 2.15, 2A.6 or Article 9 8 incurred more than 90 days prior to the date of the relevant Bank's ’s demand therefor. (b) None of the Banks shall be permitted to pass through to the Borrower charges and costs under Section 2.15 or 2A.6 or Article 9 8 on a discriminatory basis (i.e., which are not also passed through by such Bank to other customers of such Bank similarly situated where such customer is subject to documents providing for such pass through). (c) If the obligation of any Bank to make a Eurodollar Euro-Dollar Loan or Euro-Canadian Dollar Loan has been suspended under Section 9.2 8.2 or 9.5 8.5 for more than three consecutive months, or any Bank has requested compensation under Section 2.15 or 9.38.3, then the Borrower, provided no Default exists, shall have the right, subject to the Administrative Agent's ’s prior written consent (such consent not to be unreasonably withheld) and in accordance with Section 11.6(c10.6(c), to substitute a financial institution for such Bank. Such substitution shall result in such financial institution acquiring such Bank's ’s rights, duties and obligations hereunder and assuming such Bank's ’s Commitment hereunder. Upon such acquisition and assumption, the obligations of the Bank subject thereto shall be discharged, such Bank's ’s Commitment shall be reduced to zero, and such Bank shall cease to be obligated to make further Loans.

Appears in 1 contract

Samples: Credit Agreement (Alliance Data Systems Corp)

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Limitations on Reimbursement. (a) The Borrower shall not be required to pay to any Bank reimbursement with regard to any costs or expenses under Section 2.15, 2A.6 or Article 9 incurred more than 90 days prior to the date of the relevant Bank's demand therefor. (b) None of the Banks shall be permitted to pass through to the Borrower charges and costs under Section 2.15 or 2A.6 or Article 9 on a discriminatory basis (i.e., which are not also passed through by such Bank to other customers of such Bank similarly situated where such customer is subject to documents providing for such pass through). (c) If the obligation of any Bank to make a Eurodollar Euro-Dollar Loan or Euro-Canadian Dollar Loan has been suspended under Section 9.2 or 9.5 for more than three consecutive months, or any Bank has requested compensation under Section 2.15 or 9.3, then the Borrower, provided no Default exists, shall have the right, subject to the Administrative Agent's prior written consent (such consent not to be unreasonably withheld) and in accordance with Section 11.6(c), to substitute a financial institution for such Bank. Such substitution shall result in such financial institution acquiring such Bank's rights, duties and obligations hereunder and assuming such Bank's Commitment hereunder. Upon such acquisition and assumption, the obligations of the Bank subject thereto shall be discharged, such Bank's Commitment shall be reduced to zero, and such Bank shall cease to be obligated to make further Loans.

Appears in 1 contract

Samples: Credit Agreement (Alliance Data Systems Corp)

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