Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 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 2.15, then such Lender shall (at the request of the 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 2.13 or 2.15, as applicable, 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 2.13 or 2.14, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 be unreasonably 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 2.13, Section 2.14 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender. (c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 4 contracts
Samples: Credit Agreement (CoreWeave, Inc.), Credit Agreement (CoreWeave, Inc.), Credit Agreement (CoreWeave, Inc.)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.12, or if requires the Borrower is required to pay any additional amount Indemnified Taxes or Additional Amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.13, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances 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 2.13 2.12 or 2.15Section 2.13, as applicablethe case may be, in the future future, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; provided that no such assignment shall be effected if the assignee is not a Qualified Purchaser. 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 2.13 or 2.142.12, or if the Borrower is required to pay any additional amount Indemnified Taxes or Additional Amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 2.13 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.172.16(a), or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon written 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 in, and consents required by, Section 9.0411.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.13, 2.14 or 2.15) and obligations under this Agreement and the related Transaction 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 provided, that:
(i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances and participations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Transaction Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and );
(iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.12 or payments required to be made pursuant to Section 2.152.13, such assignment will result in a reduction in such compensation or paymentspayments thereafter; and
(iii) such assignment does not conflict with Applicable Law. Nothing in this Section 2.17 Any Lender shall not be deemed required to prejudice make any rights that such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 3 contracts
Samples: Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.), Loan and Servicing Agreement (Carlyle Secured Lending III), Loan and Servicing Agreement (Carlyle Secured Lending III)
Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender requests compensation under Section 2.132.15, (ii) any Lender cannot fund or maintain a Loan pursuant to Section 2.20, or if (iii) 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 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i1) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.15Section 2.17, as applicablethe case may be, in the future, (2) would allow such Lender to fund Loans in the future and (ii3) 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 (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if (iii) any Lender is a Defaulting Lender or a Notifying Lender, (iv) any Lender fails to execute and deliver any amendment, consent or waiver to any Loan Document requested by the Borrower by the date specified by the Borrower (or gives the Borrower or the Administrative Agent written notice prior to such date of its intention not to do so), (v) any Lender delivers a notice to the Borrower and/or the Administrative Agent pursuant to Section 2.20, or (vi) any Lender shall fail to agree to extend the Maturity Date pursuant to Section 2.21, 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 of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 (i1) to the extent required under Section 9.04, the Borrower shall have received the prior written consent of the Administrative Agent, each Issuing Bank and the Swingline Lender), which consent (or consents) shall not unreasonably be unreasonably withheld, conditioned or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 Borrower, as applicable, (3) in the case of all other amounts) any such assignment resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and any contemporaneous assignments and consents, the applicable amendment, modification, waiver or consent can be effected and (iii4) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in Each party hereto agrees that an assignment and delegation required pursuant to this Section 2.17 paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment and delegation need not be a party thereto (it being understood and agreed that such Lender shall not be deemed to prejudice any rights that make the Borrower may have against any representations and warranties in such Assignment and Assumption if such Lender that is a Defaulting Lenderhas not executed such Assignment and Assumption).
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 3 contracts
Samples: Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp), Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp), Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13, 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 2.15, then such Lender shall (consult with the Company regarding any actions that could be taken to reduce amounts payable under such Sections and the costs of taking such actions and shall, at the request of the Borrower) Company following such consultations, 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as applicablethe 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 Company hereby agrees to pay all reasonable reasonable, direct, out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.13, or if the (ii) 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 2.15 and2.15, in each case(iii) any Lender becomes a Defaulting Lender, such (iv) any Lender has declined delivers a Notice of Illegality pursuant to Section 2.18 or is unable to designate a different lending office in accordance with paragraph (av) of this Section 2.17, or if any Lender is a Defaulting Declining 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 Section 9.0410.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) the Borrower Company shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, (iiB) 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 Company, (in the case of all other amounts) and (iiiC) in the case of any such assignment and delegation resulting from the delivery of a claim for compensation Notice of Illegality under Section 2.132.18, Section 2.14 it shall not be unlawful under Federal or payments applicable state or foreign law for the assignee to make Loans or otherwise extend credit to or do business with the Subsidiary in respect of which such Notice of Illegality was delivered and (D) in the case of any such assignment and delegation resulting from the status of a Lender as a Declining Lender, the assignee shall have agreed to the extended Maturity Date resulting from the applicable extension request. A Lender shall not be required to be made pursuant to Section 2.15, make any such assignment will and delegation if, prior thereto, as a result in of a reduction in waiver by such compensation Lender or payments. Nothing in this Section 2.17 shall be deemed otherwise, the circumstances entitling the Company to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lenderrequire such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 3 contracts
Samples: Credit Agreement (Automatic Data Processing Inc), Credit Agreement (Automatic Data Processing Inc), Credit Agreement (Automatic Data Processing Inc)
Mitigation Obligations; Replacement of Lenders. (a) Any Lender claiming reimbursement or compensation from the Borrower under either of Sections 2.15 and 2.17 for any losses, costs or other liabilities shall use reasonable efforts (including, without limitation, reasonable efforts to designate a different lending office of such Lender for funding or booking its Loans or to assign its rights and obligations hereunder to another of its offices, branches or affiliates) to mitigate the amount of such losses, costs and other liabilities, if such efforts can be made and such mitigation can be accomplished without such Lender suffering (i) any economic disadvantage for which such Lender does not receive full indemnity from the Borrower under this Agreement or (ii) otherwise be disadvantageous to such Lender.
(b) In determining the amount of any claim for reimbursement or compensation under Sections 2.15 and 2.17, each Lender will use reasonable methods of calculation consistent with such methods customarily employed by such Lender in similar situations.
(c) Each Lender will notify the Borrower either directly or through the Administrative Agent of any event giving rise to a claim under Section 2.15 or Section 2.17 promptly after the occurrence thereof which notice shall be accompanied by a certificate of such Lender setting forth in reasonable detail the circumstances of such claim.
(d) If any Lender requests compensation under Section 2.132.15, 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 2.15, then such Lender shall (at the request of the 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 2.13 or 2.15, as applicable, 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 2.13 or 2.14, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 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 Section 9.0411.04, provided that the Administrative Agent may, in its sole discretion, elect to waive the $3,500 processing and recordation fee in connection therewith), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 Sections 2.15 or 2.152.17) 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 unreasonably 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Nothing 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. Each party hereto agrees that (a) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Electronic System as to which the Administrative Agent and such parties are participants), and (b) the Lender required to make such assignment need not be a party thereto in this Section 2.17 order for such assignment to be effective and shall be deemed to prejudice have consented to an be bound by the terms thereof; provided that, following the effectiveness of any rights that such assignment, the Borrower may have against any Lender that is a Defaulting Lender.
(c) If any Lender (other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, a “Non-Consenting Lender”)provided that any such documents shall be without recourse to or warranty by the parties thereto.
Appears in 3 contracts
Samples: Term Loan Agreement (Nisource Inc.), Term Loan Agreement (Nisource Inc/De), Term Loan Agreement (Nisource Inc/De)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender Affected Person requests compensation under Section 2.135.01, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender Affected Person or any Governmental Authority for the account of any Lender Affected Person pursuant to Section 2.155.03, then such Lender shall Affected Person (at the request of the Borrower) 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 LenderAffected Person, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 5.01 or 2.155.03, as applicablethe case may be, in the future and (ii) would not subject such Lender Affected Person to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderAffected Person. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender Affected Person in connection with any such designation or assignment.
(b) If (i) any Lender Affected Person requests compensation under Section 2.13 or 2.145.01, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender Affected Person or any Governmental Authority for the account of any Lender Affected Person pursuant to Section 2.15 and, in each case, such Lender has declined 5.03 or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, or if any Lender is becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender the related Group Agent and the Administrative Agent, require such Group Agent to cause the related Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.0414.03), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 5.01 or 2.155.03) and obligations under this Agreement the Transaction Documents to an assignee that shall assume such obligations (which assignee may be another which, in the case of a Lender, if a Lender accepts such assignmentshall be an Eligible Assignee); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheldwithheld or delayed, (ii) such Affected Person, if a 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 2.13, Section 2.14 5.01 or payments required to be made pursuant to Section 2.155.03, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or an Affected Person or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 3 contracts
Samples: Receivables Financing Agreement (Rackspace Technology, Inc.), Receivables Financing Agreement (Rackspace Technology, Inc.), Receivables Financing Agreement (Zebra Technologies Corp)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.13(f) or Section 2.17, then such Lender shall (at the request of the 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 2.13 2.13(f), 2.15 or 2.152.17, as applicablethe 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if the (ii) any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined 2.17 or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, or if any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 Sections 2.15 or 2.152.17) and obligations under this Agreement the 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 Company shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.13(f) or Section 2.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Company to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 3 contracts
Samples: Credit Agreement (Cimpress N.V.), Credit Agreement (Cimpress N.V.), Credit Agreement (Cimpress N.V.)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, 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 2.152.17 or any event that gives rise to the operation of Section 2.23, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder hereunder, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.15Section 2.17 or mitigate the applicability of Section 2.23, as applicablethe case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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 (i) any Lender requests compensation under Section 2.13 2.15 or 2.14gives notice under Section 2.23, or if (ii) the Borrower is required to pay any additional amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if (iii) any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement and the other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); , provided that (iA) the Borrower shall have received the prior written consent of the Administrative AgentAgent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, which consent consents, in each case, shall not unreasonably be unreasonably withheldwithheld or delayed, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder, 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), (C) the Borrower or such assignee shall have paid (unless waived) to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii), (iiiD) in the case of any such assignment resulting from a claim for compensation under Section 2.132.15, Section 2.14 or payments payment required to be made pursuant to Section 2.152.17 or a notice given under Section 2.23, such assignment will result in a material reduction in such compensation or paymentspayments and (E) such assignment does not conflict with applicable Requirements of Law. Nothing in 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 (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this Section 2.17 shall paragraph may be deemed effected pursuant to prejudice any rights an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Borrower may have against any Lender that is required to make such assignment need not be a Defaulting Lenderparty thereto.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 3 contracts
Samples: Third Amendment (Broadcom LTD), Second Amendment (Broadcom Cayman L.P.), Credit Agreement (Avago Technologies LTD)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.16, or if the Borrower any Loan Party is required to pay any Indemnified Taxes or additional amount amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.152.18, then such Lender shall (at the request of the BorrowerCompany) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, Affiliates if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.16 or 2.152.18, as applicablethe 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 in any material respect to such Lender. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentassignment and delegation.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.16, or if the (ii) any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such 2.18 or (iii) any Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is become a Defaulting Lender or 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.16 or 2.152.18) and obligations under this Agreement and the other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); provided that (iA) the Borrower Company shall have received the prior written consent of paid to the Administrative Agent, which consent shall not be unreasonably withheldAgent the processing and recordation fee (if any) specified in Section 9.04(b)(ii)(C), (iiB) 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 (including, for all such Lenders other than Defaulting Lenders, any amounts under Section 2.17) payable to it hereunderhereunder and under the other Loan Documents (if applicable, in each case only to the extent such amounts relate to its interest as a Lender of a particular Class) from the assignee (to in the extent case of such outstanding principal and accrued interest and fees) or the Borrower Company (in the case of all other amounts) and ), (iiiC) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.13, Section 2.14 2.16 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or paymentspayments and (D) such assignment does not conflict with applicable law. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the Borrower may circumstances entitling the Company to require such assignment and delegation have against any Lender that is a Defaulting Lenderceased to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 3 contracts
Samples: Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries Inc /De/)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13, or if the either Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall (at shall, upon the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as applicablethe 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 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 any Lender (or any Participant in Loans made by such Lender) requests compensation under Section 2.13 or 2.142.13, or if the either Borrower is required to pay any additional amount to any Lender (or any Participant in Loans made by such Lender) or any Governmental Authority for the account of any Lender (or any Participant in Loans made by such Lender) pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.172.15, or if any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder, 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement (other than any outstanding Competitive Loans held by it) 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 Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive 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 relevant 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 2.13, Section 2.14 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Company to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 3 contracts
Samples: Credit Agreement (Metlife Inc), 364 Day Credit Agreement (Metlife Inc), 364 Day Credit Agreement (Metlife Inc)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13SECTION 2.14 or cannot make Loans under SECTION 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 2.15SECTION 2.23, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 SECTION 2.14 or 2.152.23, as applicablethe 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 Lenderexpense. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment; provided, however, that the Borrower shall not be liable for such costs and expenses of a Lender requesting compensation if (i) such Lender becomes a party to this Agreement on a date after the Effective Date and (ii) the relevant Change in Law occurs on a date prior to the date such Lender becomes a party hereto.
(b) If any Lender requests compensation under Section 2.13 SECTION 2.14 or 2.14cannot make Loans under SECTION 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17SECTION 2.23, or if any Lender is a Defaulting Lender or a Minority 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 (and, subject to the terms and conditions hereof, such Lender shall be required to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Section SECTION 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 provided, however, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, the Issuing Banks and Swingline Lender (which consent shall not be unreasonably withheld), to the extent such consent is required pursuant to SECTION 9.04, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in unreimbursed drawings under Letters of Credit and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, 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 2.13, Section SECTION 2.14 or payments required to be made pursuant to Section 2.15SECTION 2.23, such assignment will result in a reduction in such compensation or payments, and (iv) in the case of an assignment resulting from a Lender becoming a Minority Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 3 contracts
Samples: Credit Agreement (Pier 1 Imports Inc/De), Credit Agreement (Pier 1 Imports Inc/De), Credit Agreement (Pier 1 Imports Inc/De)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender (including any Issuing Bank) requests compensation under Section 2.13, or if the any Borrower is required to pay any additional amount to any Lender (including any Issuing Bank) or any Governmental Authority for the account of any Lender (including any Issuing Bank) pursuant to Section 2.15, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans (or interests in Letters of Credit) hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, if, in the judgment of such LenderLender (including any Issuing Bank), such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as applicablethe case may be, in the future and (ii) would not subject such Lender (including any Issuing Bank) to any material 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 Lender (including any Lender in connection with any such designation or assignmentIssuing Bank).
(b) If (i) any Lender (including any Issuing Bank) requests compensation under Section 2.13 or 2.142.13, or if the (ii) any Borrower is required to pay any additional amount to any Lender (including any Issuing Bank) or any Governmental Authority for the account of any Lender (including any Issuing Bank) pursuant to Section 2.15 and2.15, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, or if any Lender is a Defaulting LenderLender or (iv) any Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders (with the percentage in such definition being deemed to be 66 2/3% for this purpose) has been obtained), then the Parent Borrower may, at its sole expense (in the case of clauses (i), (ii) and effort(iv) of this Section 2.17(b) only), 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 9.0410.04, provided that the Parent Borrower shall be required to pay the processing and recordation fee referred to in Section 10.04(b)(ii)(C), or pursuant to deemed assignment provisions established by the Administrative Agent to which the Parent Borrower has previously consented in writing), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 Parent Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, 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 Borrowers (in the case of all other amounts) and (and, if such Lender is an Issuing Bank, all Letters of Credit issued by it shall have been cancelled or other arrangements reasonably satisfactory to such Issuing Bank shall have been made with respect to such Letters of Credit), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or paymentspayments and (iv) in the case of an assignment pursuant to clause (iv) above, no Default shall have occurred and be continuing. Nothing in this Section 2.17 A Lender (including any Issuing Bank) 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 Parent Borrower to require such assignment and delegation cease to apply. No such assignment shall be deemed to prejudice be a waiver of any rights that which any Borrower, the Borrower may Administrative Agent or any other Lender shall have against any Lender that is a Defaulting the replaced Lender.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 3 contracts
Samples: Credit Agreement (Ralph Lauren Corp), Credit Agreement (Ralph Lauren Corp), Credit Agreement (Ralph Lauren Corp)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe case may be, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be materially 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 2.13 or 2.142.15, or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 2.17, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17Section, or if any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.15 or 2.152.17) and obligations under this Agreement and other 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) if the Borrower assignee is not already a Lender, an Affiliate of a Lender or an Approved Fund, the Borrowers shall have received the prior written consent of the Administrative AgentAgent (and in circumstances where its consent would be required under Section 9.04, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be unreasonably withheldwithheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements and Swingline 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 Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Borrowers to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 3 contracts
Samples: Credit Agreement (Big Lots Inc), Credit Agreement (Big Lots Inc), Credit Agreement (Designer Brands Inc.)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 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 2.15, then such Lender shall (at the request of shall, if requested by the Borrower) , use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office for funding or booking its any Loans hereunder affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, ifin each case with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the reasonable judgment of such Lender, cause such designation Lender and its lending office(s) to suffer no economic, legal or assignment (i) would eliminate regulatory disadvantage; and provided further that nothing in this Section shall affect or reduce amounts payable postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.13 or 2.15, as applicable, 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 2.13 or 2.142.13, 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 2.15 and2.15, in each caseor if any Lender does not consent to any proposed amendment, such Lender has declined supplement, modification, consent or is unable to designate a different lending office in accordance with paragraph (a) waiver of any provision of this Section 2.17Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), 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 Section 9.04, except as provided below in this paragraph (b)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 be unreasonably 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 ), (iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. Nothing in this , (iii) the Borrower shall be liable to such Lender under Section 2.17 2.14 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (iv) the assignee shall be reasonably satisfactory to the Administrative Agent, (v) any such replacement shall not be deemed to prejudice be a waiver of any rights that the Borrower may Borrower, the Administrative Agent or any other Lender shall have against such Lender and (vi) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.13 or 2.15 as the case may be. 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. Each party hereto agrees that is an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a Defaulting Lenderparty thereto.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 3 contracts
Samples: Credit Agreement (Airgas Inc), Credit Agreement (Air Products & Chemicals Inc /De/), Credit Agreement (Airgas Inc)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.12, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.152.14, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, Affiliates if, in the reasonable judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.12 or 2.152.14, as applicablethe 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 assignmentassignment and delegation.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.12, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and2.14, in each case, such (iii) any Lender has declined become a Defaulting Lender or is unable to designate a different lending office in accordance with paragraph (aiv) of this Section 2.17, or if any Lender is has failed to consent to a Defaulting Lenderproposed amendment, waiver, discharge or termination that under Section 9.02 requires the consent of all the Lenders (or all the affected Lenders) and with respect to which the Required Lenders shall have granted their consent, 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 of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.12 or 2.152.14) and obligations under this Agreement and the other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); provided that (iA) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be unreasonably withheld, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, Loans and participations in LC Disbursements and accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (if applicable, in each case only to the extent such amounts relate to its interest as a Lender) from the assignee (to in the extent case of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and ), (iiiC) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.13, Section 2.14 2.12 or payments required to be made pursuant to Section 2.152.14, such assignment will result in a reduction in such compensation or payments, (D) such assignment does not conflict with applicable Law and (E) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected. Nothing in A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. Each party hereto agrees that an assignment and delegation required pursuant to this Section 2.17 shall paragraph may be deemed effected pursuant to prejudice any rights an Assignment and Assumption executed by the Borrower, the Agent and the assignee and that the Borrower may have against any Lender that is required to make such assignment and delegation need not be a Defaulting Lenderparty thereto.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 3 contracts
Samples: Credit Agreement (MSG Entertainment Spinco, Inc.), Credit Agreement (MSG Entertainment Spinco, Inc.), Credit Agreement (Madison Square Garden Co)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.14, 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 2.152.16, then such Lender shall (consult with the Company regarding any actions that could be taken to reduce amounts payable under such Sections and the costs of taking such actions and shall, at the request of the Borrower) Company following such consultations, 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.14 or 2.152.16, as applicablethe 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 Company hereby agrees to pay all reasonable reasonable, direct, out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.14, (ii) 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 2.15 and2.16, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, or if any Lender is becomes a Defaulting Lender, (iv) any Lender delivers a Notice of Illegality pursuant to Section 2.19 or (v) any Lender is a Declining 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 Section 9.0410.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) the Borrower Company shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, (iiB) 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 Company, (in the case of all other amounts) and (iiiC) in the case of any such assignment and delegation resulting from the delivery of a claim for compensation Notice of Illegality under Section 2.132.19, Section 2.14 it shall not be unlawful under Federal or payments applicable state or foreign law for the assignee to make Loans or otherwise extend credit to or do business with the Subsidiary in respect of which such Notice of Illegality was delivered and (D) in the case of any such assignment and delegation resulting from the status of a Lender as a Declining Lender, the assignee shall have agreed to the extended Maturity Date resulting from the applicable extension request. A Lender shall not be required to be made pursuant to Section 2.15, make any such assignment will and delegation if, prior thereto, as a result in of a reduction in waiver by such compensation Lender or payments. Nothing in this Section 2.17 shall be deemed otherwise, the circumstances entitling the Company to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lenderrequire such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 3 contracts
Samples: Credit Agreement (Automatic Data Processing Inc), Credit Agreement (Automatic Data Processing Inc), Credit Agreement (Automatic Data Processing Inc)
Mitigation Obligations; Replacement of Lenders. (a) Any Lender claiming reimbursement or compensation from the Borrower under either of Sections 2.15 and 2.17 for any losses, costs or other liabilities shall use reasonable efforts (including, without limitation, reasonable efforts to designate a different lending office of such Lender for funding or booking its Loans or to assign its rights and obligations hereunder to another of its offices, branches or affiliates) to mitigate the amount of such losses, costs and other liabilities, if such efforts can be made and such mitigation can be accomplished without such Lender suffering (i) any economic disadvantage for which such Lender does not receive full indemnity from the Borrower under this Agreement or (ii) otherwise be disadvantageous to such Lender.
(b) In determining the amount of any claim for reimbursement or compensation under Sections 2.15 and 2.17, each Lender will use reasonable methods of calculation consistent with such methods customarily employed by such Lender in similar situations.
(c) Each Lender will notify the Borrower either directly or through the Administrative Agent of any event giving rise to a claim under Section 2.15 or Section 2.17 promptly after the occurrence thereof which notice shall be accompanied by a certificate of such Lender setting forth in reasonable detail the circumstances of such claim.
(d) If any Lender requests compensation under Section 2.132.15, 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 2.15, then such Lender shall (at the request of the 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 2.13 or 2.15, as applicable, 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 2.13 or 2.14, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is a Defaulting Lenderdefaults 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 9.0411.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 and the LC Bank, which consent, in the case of the Administrative Agent, which consent shall not unreasonably be unreasonably withheldwithheld and, in the case of the LC Bank, may be given or withheld in the sole discretion of the LC Bank, (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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 3 contracts
Samples: Revolving Credit Agreement (Nisource Finance Corp), Revolving Credit Agreement (Nisource Inc/De), Revolving Credit Agreement (Nisource Inc/De)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13, 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 2.15, then such Lender shall (consult with the Company regarding any actions that could be taken to reduce amounts payable under such Sections and the costs of taking such actions and shall, at the request of the Borrower) Company following such consultations, 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as applicablethe 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 Company hereby agrees to pay all reasonable reasonable, direct, out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.13, or if the (ii) 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 2.15 and2.15, in each case(iii) any Lender becomes a Defaulting Lender, such (iv) any Lender has declined delivers a Notice of Illegality pursuant to Section 2.18 or is unable to designate a different lending office in accordance with paragraph (av) of this Section 2.17, or if any Lender is a Defaulting Declining 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 Section 9.0410.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) the Borrower Company shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (iiB) 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 Company, (in the case of all other amounts) and (iiiC) in the case of any such assignment and delegation resulting from the delivery of a claim for compensation Notice of Illegality under Section 2.132.18, Section 2.14 it shall not be unlawful under Federal or payments applicable state or foreign law for the assignee to make Loans or otherwise extend credit to or do business with the Subsidiary in respect of which such Notice of Illegality was delivered and (D) in the case of any such assignment and delegation resulting from the status of a Lender as a Declining Lender, the assignee shall have agreed to the extended Maturity Date resulting from the applicable extension request. A Lender shall not be required to be made pursuant to Section 2.15, make any such assignment will and delegation if, prior thereto, as a result in of a reduction in waiver by such compensation Lender or payments. Nothing in this Section 2.17 shall be deemed otherwise, the circumstances entitling the Company to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lenderrequire such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 2 contracts
Samples: Credit Agreement (Automatic Data Processing Inc), Five Year Credit Agreement (Automatic Data Processing Inc)
Mitigation Obligations; Replacement of Lenders. (a) Any Lender claiming reimbursement or compensation from the Borrower under either of Sections 2.15 and 2.17 for any losses, costs or other liabilities shall use reasonable efforts (including, without limitation, reasonable efforts to designate a different lending office of such Lender for funding or booking its Loans or to assign its rights and obligations hereunder to another of its offices, branches or affiliates) to mitigate the amount of such losses, costs and other liabilities, if such efforts can be made and such mitigation can be accomplished without such Lender suffering (i) any economic disadvantage for which such Lender does not receive full indemnity from the Borrower under this Agreement or (ii) otherwise be disadvantageous to such Lender.
(b) In determining the amount of any claim for reimbursement or compensation under Sections 2.15 and 2.17, each Lender will use reasonable methods of calculation consistent with such methods customarily employed by such Lender in similar situations.
(c) Each Lender will notify the Borrower either directly or through the Administrative Agent of any event giving rise to a claim under Section 2.15 or Section 2.17 promptly after the occurrence thereof which notice shall be accompanied by a certificate of such Lender setting forth in reasonable detail the circumstances of such claim.
(d) If any Lender requests compensation under Section 2.132.15, 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 2.15, then such Lender shall (at the request of the 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 2.13 or 2.15, as applicable, 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 2.13 or 2.14, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is becomes 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 Section 9.0411.04, provided that the Administrative Agent may, in its sole discretion, elect to waive the $3,500 processing and recordation fee in connection therewith), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 unreasonably 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 2 contracts
Samples: Term Loan Agreement (Nisource Inc/De), Term Loan Agreement (Nisource Inc/De)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower or the Subsidiary Borrower, as applicable, is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe 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 2.13 or 2.142.15, or if the Borrower or the Subsidiary Borrower, as applicable, is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder, or if any Lender does not approve any Currency as an Alternative Currency, then the Borrower or the Subsidiary Borrower, as applicable, may, at its sole expense and efforteffort (except in the case of a defaulting Lender in which case it shall be at the expense and effort of such defaulting Lender), 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 9.0410.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 that
(i) the Borrower or the Subsidiary Borrower, as applicable, shall have received the prior written consent of the Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, the Issuing Bank and Swingline Lender), which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 or the Subsidiary Borrower, as applicable, (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderor the Subsidiary Borrower, as applicable, to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 2 contracts
Samples: Credit Agreement (Lydall Inc /De/), Credit Agreement (Lydall Inc /De/)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender Recipient requests compensation under Section 2.133.2, or if the Borrower Company is required to pay any additional amount to any Lender Recipient or any Governmental Authority for the account of any Lender Recipient pursuant to Section 2.153.4, then such Lender Recipient shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such LenderRecipient, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 3.2 or 2.153.4, as applicablethe case may be, in the future and (ii) would not subject such Lender Recipient to any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderRecipient. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender Recipient in connection with any such designation or assignmentassignment including the $3,500 fee contemplated by Section 13.1(b).
(b) If any Lender requests compensation under (i) shall become affected by any of the changes or events described in Section 2.13 3.2 or 2.14, or if 3.4 and the Borrower Company is required to pay any additional amount amounts or make indemnity payments with respect to any the Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 andthereunder, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (aii) of this Section 2.17, or if any Lender is a Defaulting Lender, or (iii) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 8.2 or any other provision of any Loan Document requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent (any such Lender being hereinafter referred to as a “Departing Lender”), then in such case, the Borrower Company may, upon at its sole expense and effort, upon least five Business Days’ notice to the Administrative Agent and such Departing Lender and (or such shorter notice period specified by the Administrative Agent), require designate a replacement lender reasonably acceptable to the Administrative Agent (a “Replacement Lender”) to which such Departing Lender to assign and delegateshall, without recourse (in accordance with and subject to its receipt (unless a later date for the restrictions contained in Section 9.04)remittance thereof shall be agreed upon by the Company and the Departing Lender) of all amounts then owed to such Departing Lender under Sections 3.2 or 3.4, if any, assign all (but not less than all) of its interests, rights (other than its existing rights to payments pursuant to Section 2.13rights, 2.14 or 2.15) obligations, Loans and obligations under this Agreement to an assignee Commitments hereunder; provided, 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 be unreasonably withheld, (ii) such Departing 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 Replacement Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Company (in the case of all other amounts). Upon any assignment by any Lender pursuant to this Section 3.5 becoming effective, the Replacement Lender shall thereupon be deemed to be a “Lender” for all purposes of this Agreement (unless such Replacement Lender was, itself, a Lender prior thereto) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 or payments required Departing Lender shall thereupon cease to be made a “Lender” for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Section 2.15, such assignment will result in a reduction in such compensation 3.2 or payments. Nothing in this 3.4 and Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender10.6).
(c) If Notwithstanding any Departing Lender’s failure or refusal to assign its rights, obligations, Loans and Commitments under this Section 3.5, the Departing Lender (such Lender, shall cease to be a “Non-Consenting Lender”)” for all purposes of this Agreement and the Replacement Lender shall be substituted therefor upon payment to the Departing Lender by the Replacement Lender of all amounts set forth in paragraph (b) of Section 3.5 without any further action of the Departing Lender.
Appears in 2 contracts
Samples: Bridge Credit Agreement (Diebold Inc), Bridge Credit Agreement (Diebold Inc)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, 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 2.152.17 (a) or (c) or any event gives rise to the operation of Section 2.23, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder hereunder, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17 or mitigate the applicability of Section 2.23, as applicablethe case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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 (i) any Lender requests compensation under Section 2.13 2.15 or 2.14gives notice under Section 2.23, or if (ii) the Borrower is required to pay any additional amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined 2.17 or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement and the other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); provided that (iA) the Borrower shall have received the prior written consent of the Administrative AgentAgent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, which consent consents, in each case, shall not unreasonably be unreasonably withheldwithheld or delayed, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder, 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), (C) the Borrower or such assignee shall have paid (unless waived) to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii) and (iiiD) in the case of any such assignment resulting from a claim for compensation under Section 2.132.15, Section 2.14 or payments required to be made pursuant to Section 2.152.17 or a notice given under Section 2.23, such assignment will result in a material reduction in such compensation or payments. Nothing in 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 (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this Section 2.17 shall paragraph may be deemed effected pursuant to prejudice any rights an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Borrower may have against any Lender that is required to make such assignment need not be a Defaulting Lenderparty thereto.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 2 contracts
Samples: Second Lien Credit Agreement (NEP Group, Inc.), Second Lien Credit Agreement (NEP Group, Inc.)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, 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 2.152.17 or if any Lender delivers a notice pursuant to Section 2.26, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment would (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe case may be, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower Borrowers hereby agrees jointly and severally agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 2.17 or if any Lender is delivers a notice pursuant to Section 2.26, or (iii) any Lender becomes a Defaulting Lender, then the Borrower respective 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement the 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 respective Borrowers shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including any amounts under Section 2.16), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the each applicable 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or paymentspayments and (iv) such assignment does not conflict with applicable law. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Borrowers to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Endo International PLC), Credit Agreement (Endo International PLC)
Mitigation Obligations; Replacement of Lenders. (a) If any Each Lender requests compensation under Section 2.13agrees that, or if upon the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account occurrence of any Lender pursuant event giving rise to the operation of Section 2.152.14(a)(ii), then Section 2.14(a)(iii) or Section 2.14(b) with respect to such Lender shall (at the request of Lender, it will, if requested by the Borrower) , use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different another lending office for funding or booking its any Loans hereunder or to assign its rights and obligations hereunder to another of its officesaffected by such event; provided, branches or Affiliates, if, in the judgment of such Lender, that such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as applicable, in the future and (ii) would not subject is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderSection. 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 2.13 or 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.152.17) and obligations under this Agreement and other 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 received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheld, conditioned or delayed, (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 2.13, Section 2.14 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 2 contracts
Samples: Second Lien Credit Agreement (RTI Surgical Holdings, Inc.), Second Lien Credit Agreement (RTI Surgical Holdings, Inc.)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Lead Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 good-faith judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe 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 Lead Borrower hereby agrees to pay (or cause the applicable Designated Subsidiary Borrower to pay) all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) the Lead Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined 2.17 or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, or if any Lender is becomes a Defaulting Lender, then the Lead 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 of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.15 or 2.152.17) and obligations under this Agreement and the other 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) to the extent such consent would be required pursuant to Section 9.04(b), the Lead Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Swingline Lender), which consent shall not unreasonably be unreasonably withheld, delayed or conditioned, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Swingline 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 Lead 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing 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 Lead Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (a) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Lead Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (b) the Lender required to make such assignment need not be a party thereto in this Section 2.17 order for such assignment to be effective and shall be deemed to prejudice have consented to and be bound by the terms thereof; provided that, following the effectiveness of any rights that such assignment, the Borrower may have against any Lender that is a Defaulting Lender.
(c) If any Lender (other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, a “Non-Consenting Lender”)provided that any such documents shall be without recourse to or warranty by the parties thereto.
Appears in 2 contracts
Samples: Credit Agreement (ESAB Corp), Credit Agreement (ESAB Corp)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 Sections 2.15 or 2.152.17, as applicablethe 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 and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and2.17, or (iii) any Lender becomes a Defaulting Lender or a Non-Consenting Lender, then, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 Sections 2.15 or 2.152.17) and obligations under this Agreement the 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) to the extent required under Section 9.04, the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be unreasonably withheldwithheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in LC Disbursements, 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments, and (iv) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Nothing 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 permanently cease to apply. Each party hereto agrees that (i) an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment and delegation need not be a party thereto in this Section 2.17 order for such assignment to be effective and shall be deemed to prejudice have consented to and be bound by the terms thereof; provided that, following the effectiveness of any rights that such assignment, the Borrower may have against any Lender that is a Defaulting Lender.
(c) If any Lender (other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, a “Non-Consenting Lender”)provided further that any such documents shall be without recourse to or warranty by the parties thereto.
Appears in 2 contracts
Samples: Credit Agreement (Clear Secure, Inc.), Credit Agreement (Clear Secure, Inc.)
Mitigation Obligations; Replacement of Lenders. (a) Any Lender claiming reimbursement or compensation from the Borrower under either of Sections 2.15 and 2.17 for any losses, costs or other liabilities shall use reasonable efforts (including, without limitation, reasonable efforts to designate a different lending office of such Lender for funding or booking its Loans or to assign its rights and obligations hereunder to another of its offices, branches or affiliates) to mitigate the amount of such losses, costs and other liabilities, if such efforts can be made and such mitigation can be accomplished without such Lender suffering (i) any economic disadvantage for which such Lender does not receive full indemnity from the Borrower under this Agreement or (ii) otherwise be disadvantageous to such Lender.
(b) In determining the amount of any claim for reimbursement or compensation under Sections 2.15 and 2.17, each Lender will use reasonable methods of calculation consistent with such methods customarily employed by such Lender in similar situations.
(c) Each Lender will notify the Borrower either directly or through the Administrative Agent of any event giving rise to a claim under Section 2.15 or Section 2.17 promptly after the occurrence thereof which notice shall be accompanied by a certificate of such Lender setting forth in reasonable detail the circumstances of such claim.
(d) If any Lender requests compensation under Section 2.132.15, 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 2.15, then such Lender shall (at the request of the 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 2.13 or 2.15, as applicable, 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 2.13 or 2.14, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 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 Section 9.0411.04, provided that the Administrative Agent may, in its sole discretion, elect to waive the $3,500 processing and recordation fee in connection therewith), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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, Agent which consent shall not unreasonably be unreasonably 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Nothing 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. Each party hereto agrees that (a) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Electronic System as to which the Administrative Agent and such parties are participants), and (b) the Lender required to make such assignment need not be a party thereto in this Section 2.17 order for such assignment to be effective and shall be deemed to prejudice have consented to and be bound by the terms thereof, provided that, following the effectiveness of any rights that such assignment, the Borrower may have against any Lender that is a Defaulting Lender.
(c) If any Lender (other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, a “Non-Consenting Lender”)provided that any such documents shall be without recourse to or warranty by the parties thereto.
Appears in 2 contracts
Samples: Credit Agreement (Nisource Inc.), Credit Agreement (Nisource Inc.)
Mitigation Obligations; Replacement of Lenders. (a) Any Lender claiming reimbursement or compensation from the Borrower under either of Sections 2.15 and 2.17 for any losses, costs or other liabilities shall use reasonable efforts (including, without limitation, reasonable efforts to designate a different lending office of such Lender for funding or booking its Loans or to assign its rights and obligations hereunder to another of its offices, branches or affiliates) to mitigate the amount of such losses, costs and other liabilities, if such efforts can be made and such mitigation can be accomplished without such Lender suffering (i) any economic disadvantage for which such Lender does not receive full indemnity from the Borrower under this Agreement or (ii) otherwise be disadvantageous to such Lender.
(b) In determining the amount of any claim for reimbursement or compensation under Sections 2.15 and 2.17, each Lender will use reasonable methods of calculation consistent with such methods customarily employed by such Lender in similar situations.
(c) Each Lender will notify the Borrower either directly or through the Administrative Agent of any event giving rise to a claim under Section 2.15 or Section 2.17 promptly after the occurrence thereof which notice shall be accompanied by a certificate of such Lender setting forth in reasonable detail the circumstances of such claim.
(d) If any Lender requests compensation under Section 2.132.15, 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 2.15, then such Lender shall (at the request of the 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 2.13 or 2.15, as applicable, 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 2.13 or 2.14, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 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 Section 9.0411.04, provided that the Administrative Agent may, in its sole discretion, elect to waive the $3,500 processing and recordation fee in connection therewith), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 and each LC Bank, which consent, in the case of the Administrative Agent, which consent shall not unreasonably be unreasonably withheldwithheld and, in the case of each LC Bank, may be given or withheld in the sole discretion of such LC Bank, (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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing , (iv) such assignment does not conflict with applicable law and (v) in this Section 2.17 shall be deemed to prejudice the case of any rights that the Borrower may have against any assignment resulting from a Lender that is becoming a Defaulting Lender.
(c) If any Lender (such Lender, a “Non-Consenting Lender”), the applicable assignee shall have consented to the applicable amendment, waiver or consent. 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.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Nisource Inc/De), Revolving Credit Agreement (Nisource Inc/De)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13Sections 2.13(f) or 2.15, or if the any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 Sections 2.13(f), 2.15 or 2.152.17, as applicablethe 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 Sections 2.13(f) or 2.142.15, or if the (ii) any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined 2.17 or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, or if any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13Sections 2.13(f), 2.14 2.15 or 2.152.17) and obligations under this Agreement the Loan Documents to an assignee or assignees that shall assume such obligations (which assignee or assignees may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 Borrowers (in the case of all other amounts) with respect to the relevant Class and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 Sections 2.13(f) or 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Company to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 2 contracts
Samples: Credit Agreement (Michael Kors Holdings LTD), Credit Agreement (Michael Kors Holdings LTD)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.14, or if the Borrower is required to pay Indemnified Taxes or any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.16, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.14 or 2.152.16, as applicablethe 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 (i) any Lender requests compensation under Section 2.13 or 2.14, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and2.16, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, or if any Lender is becomes a Defaulting LenderLender or (iv) in connection with any proposed amendment, modification, waiver or termination requiring the consent of all the Lenders or all affected Lenders, the consent of the Required Lenders is obtained but the consent of any Lender whose consent is required is not obtained, 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 9.049.04 or pursuant to procedures agreed upon by the Administrative Agent and the Borrower), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.132.14, 2.14 Section 2.15, Section 2.16 or 2.15Section 9.03 arising prior to the effectiveness of such assignment) 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 received the prior written consent of the Administrative AgentAgent with respect to any assignee that is not already a Lender hereunder, which consent shall not unreasonably be unreasonably 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 2.13, Section 2.14 or payments required to be made pursuant to Section 2.152.16, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 2 contracts
Samples: Credit Agreement (Keurig Dr Pepper Inc.), Credit Agreement (Keurig Dr Pepper Inc.)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe case may be, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be materially 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 2.13 or 2.142.15, or if the any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 2.17, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17Section, or if any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.15 or 2.152.17) and obligations under this Agreement and other 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) if the Borrower assignee is not already a Lender, an Affiliate of a Lender or an Approved Fund, the Borrowers shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheldwithheld or delayed, (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 applicable 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Borrowers to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 2 contracts
Samples: Term Credit Agreement (Designer Brands Inc.), Credit Agreement (Designer Brands Inc.)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, 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 2.152.17 or if any Lender delivers a notice pursuant to Section 2.26, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe 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 Borrowers hereby agrees jointly and severally agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 2.17 or if any Lender is delivers a notice pursuant to Section 2.26, or (iii) any Lender becomes a Defaulting Lender, then the Borrower respective 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement the 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 respective Borrowers shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including any amounts under Section 2.16), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the each applicable 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or paymentspayments and (iv) such assignment does not conflict with applicable law. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Borrowers to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 2 contracts
Samples: Credit Agreement (Endo International PLC), Credit Agreement (Endo International PLC)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.133.04, or if the Borrower is required requires Anixter to pay any additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.153.01, then such Lender shall (at the request of the BorrowerAnixter) use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 3.04 or 2.15Section 3.01, as applicablethe case may be, in the future future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The 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 any Lender requests compensation under Section 2.13 or 2.143.04, 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 2.15 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office Lending Office in accordance with paragraph (a) of this Section 2.1710.14(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Anixter 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 in, and consents required by, Section 9.0410.06), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 that:
(i) the Borrower Anixter shall have received the prior written consent of paid (or caused to be paid) to the Administrative Agent, which consent shall not be unreasonably withheld, Agent the assignment fee specified in Section 10.06(b);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Anixter or applicable Borrowing Subsidiary (in the case of all other amounts) and );
(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 3.04 or payments required to be made pursuant to Section 2.153.01, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender.payments thereafter;
(civ) If such assignment does not conflict with applicable Laws; and
(v) in the case of any assignment resulting from a Lender (such Lender, becoming a “Non-Consenting Lender”), the applicable assignee shall have consented to the applicable amendment, waiver or consent. 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 Anixter to require such assignment and delegation cease to apply.
Appears in 2 contracts
Samples: Incremental Facility Agreement (Anixter International Inc), Five Year Revolving Credit Agreement (Anixter International Inc)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.14, or if the Borrower is required to pay Indemnified Taxes or any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.16, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.14 or 2.152.16, as applicablethe 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 (i) any Lender requests compensation under Section 2.13 or 2.14, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and2.16, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, or if any Lender is becomes a Defaulting LenderLender or (iv) in connection with any proposed amendment, modification, waiver or termination requiring the consent of all the Lenders or all affected Lenders, the consent of the Required Lenders is obtained but the consent of any Lender whose consent is required is not obtained, 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 9.049.04 or pursuant to procedures agreed upon by the Administrative Agent and the Borrower), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.132.14, 2.14 Section 2.15, Section 2.16 or 2.15Section 9.03 arising prior to the effectiveness of such assignment) 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 received the prior written consent of the Administrative Agent, Agent with respect to any assignee that is not already a Lender hereunder which consent shall not unreasonably be unreasonably 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 2.13, Section 2.14 or payments required to be made pursuant to Section 2.152.16, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 2 contracts
Samples: Credit Agreement (Keurig Dr Pepper Inc.), Term Loan Agreement (Keurig Dr Pepper Inc.)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15 or determines that it can no longer make or maintain Eurocurrency Loans pursuant to Section 2.22, 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 2.152.17, then such Lender shall (at the request of the 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 Sections 2.15 or 2.17 or mitigate the impact of Section 2.13 or 2.152.22, as applicablethe 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 out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If any Lender requests compensation under Section 2.13 2.15 or 2.14determines that it can no longer make or maintain Eurocurrency Loans pursuant to Section 2.22, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 2 contracts
Samples: Term Loan Agreement (Tyson Foods, Inc.), 364 Day Term Loan Agreement (Tyson Foods Inc)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.1313.10, or if requires 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 2.1513.9, then such Lender shall (at the request of the Borrower) use reasonable commercial efforts to designate a different lending office for funding or booking its Loans Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 13.9 or 2.1513.10, as applicablethe 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 assignmentassignment unless the Borrower has repaid or replaced the Lender in accordance with Section 13.11(b).
(b) If any Lender requests compensation under Section 2.13 or 2.1413.10, 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 2.15 and13.9, in each case, such Lender has declined or is unable if any Lender's obligations are suspended pursuant to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 13.14 13.15 or if any Lender is a Defaulting Lenderdefaults in its obligation to fund Advances hereunder, then the Borrower may, at its sole expense and effort, upon 10 days' notice to such Lender and the Administrative Agent, either (i) repay all Obligations to the Lender and reduce the amount of the Credit by an amount equal to the Lender's Commitment, or (ii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 9.0411.2), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 that:
(i) in the case of an assignment, the Borrower shall have received pays the prior written consent of Agent the Administrative Agent, which consent shall not be unreasonably withheld, assignment fee specified in Section 11.2(a)(vii);
(ii) such the Lender shall have received receives payment of an amount equal to the outstanding principal of its LoansAdvances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any breakage costs and amounts required to be paid under this Agreement as a result of prepayment to a Lender) from any assignee and/or 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 Borrower;
(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 13.10 or payments required to be made pursuant to Section 2.1513.9, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 shall be deemed to prejudice payments thereafter; and
(iv) any rights that the Borrower may have against any Lender that is a Defaulting Lenderassignment does not conflict with Applicable Law.
(c) If A Lender shall not be required to make any such assignment or delegation or accept repayment if, prior thereto, as a result of a waiver by such Lender (or otherwise, the circumstances entitling the Borrower to require such Lender, a “Non-Consenting Lender”)assignment and delegation or repayment cease to apply.
Appears in 2 contracts
Samples: Amending Agreement (Hudbay Minerals Inc.), Amending Agreement (Hudbay Minerals Inc.)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requires the Borrowers to pay any additional amounts under Section 2.15 [Administrative Agent’s and Lender’s Rights], Section 2.19 [Taxes] or requests compensation under Section 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 2.152.20 [Increased Costs and Reduced Return], then such Lender shall (at the request of the Administrative 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to such Section 2.13 or 2.15, as applicable, in the future 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 requires the Borrowers to pay any additional amounts under Section 2.15 [Administrative Agent’s and Lender’s Rights] or Section 2.19 [Taxes] or requests compensation under Section 2.13 or 2.14, 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 2.15 2.20 [Increased Costs and Reduced Return] and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph clause (a) above in a manner that eliminates the accrual of this Section 2.17such additional amounts, or if any Lender is a Defaulting Lender, then the Administrative 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 in, and consents required by, Section 9.0412.07 [Assignments and Participations]), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that that:
(i) the Borrower Borrowers or assignee shall have received paid to the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, Agents any assignment fees specified in Section 12.07 [Assignments and Participations];
(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 hereunder and under the assignee other Loan Documents (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 including any such assignment resulting from a claim for compensation amounts under Section 2.13, Section 2.14 2.15 [Administrative Agent’s and Lender’s Rights] or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)Section
Appears in 2 contracts
Samples: Credit Agreement (Funko, Inc.), Credit Agreement (Funko, Inc.)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13Sections 2.13(f) or 2.15, or if the any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 Sections 2.13(f), 2.15 or 2.152.17, as applicablethe 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 Sections 2.13(f) or 2.142.15, or if the (ii) any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined 2.17 or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, or if any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13Sections 2.13(f), 2.14 2.15 or 2.152.17) and obligations under this Agreement the Loan Documents to an assignee or assignees that shall assume such obligations (which assignee or assignees may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (and if a 2023 Revolving Commitment is being assigned, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 Borrowers (in the case of all other amounts) with respect to the relevant Class and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 Sections 2.13(f) or 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Company to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 2 contracts
Samples: Credit Agreement (Capri Holdings LTD), Credit Agreement (Capri Holdings LTD)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, 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 2.152.17 or if any Lender delivers a notice pursuant to Section 2.26, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment would (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe case may be, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby jointly and severally agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 2.17 or if any Lender is delivers a notice pursuant to Section 2.26, or (iii) any Lender becomes 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 Section 9.04), all of its interests, rights and obligations (other than its existing rights to payments payment pursuant to Section 2.13, 2.14 or 2.15Sections 2.15 and 2.17) and obligations under this Agreement the 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 received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including any amounts under Section 2.16), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the each applicable 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or paymentspayments and (iv) such assignment does not conflict with applicable law. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 2 contracts
Samples: Credit Agreement (Endo, Inc.), Credit Agreement (Endo, Inc.)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 Sections 2.15 or 2.152.17, as applicablethe 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 and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and2.17, or (iii) any Lender becomes a Defaulting Lender or a Non-Consenting Lender, then, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 Sections 2.15 or 2.152.17) and obligations under this Agreement the 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) to the extent required under Section 9.04, the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing BankBanks), which consent shall not unreasonably be unreasonably withheldwithheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and funded participations in LC Disbursements, 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 2.13, Section 2.14 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)56
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe 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 In addition to the Borrower’s rights under Sections 2.22(d) and 9.02(d), if (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined 2.17 or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, or if any Lender is becomes 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 Section 9.04, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 Sections 2.15 or 2.152.17) and obligations under this Agreement the 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 received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank), which consent consent, in each case, shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15(a) or (b), or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15(a) or 2.15(b) or 2.17, as applicablethe case may be, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be materially 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 2.13 2.15(a) or 2.14(b), or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 2.17, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17Section, or if any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.15(a) or 2.15(b) or 2.17) and obligations under this Agreement and other 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) if the Borrower assignee is not already a Lender, an Affiliate of a Lender or an Approved Fund, the Borrowers shall have received the prior written consent of the Administrative AgentAgent (and in circumstances where its consent would be required under Section 9.04, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be unreasonably withheldwithheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements and Swingline 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 Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.15(a) or (b) or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Borrowers to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Any Lender requests compensation under Section 2.13, (or if the Borrower is required to pay Transferee) claiming any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall (at the request of the 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 2.13 2.12 or 2.15, as applicableSection 2.17 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the future and (ii) would not subject sole determination of such Lender to any unreimbursed cost (or expense and would not Transferee), be 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 assignmentTransferee).
(b) If In the event that (x) any Lender requests compensation under shall have delivered a notice or certificate pursuant to Section 2.13 or 2.142.12, or if the (y) any Borrower is shall be required to pay any make additional amount payments to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this under Section 2.17, or if (z) any Lender is (a Defaulting “Non-Consenting Lender”) shall withhold its consent to any amendment described in clause (i) or (ii) of Section 9.8(b) as to which consents have been obtained from Lenders having Total Facility Percentages aggregating at least 90%, then Viacom shall have the Borrower mayright, at its sole expense and effortown expense, upon notice to such Lender (or Lenders) and the Administrative Agent, (i) to terminate the Tranche B Commitments of such Lender (except in the case of clause (z) above) or (ii) to require such Lender (or, in the case of clause (z) above, each Non-Consenting Lender) to transfer and assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), 9.4) all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement to one or more other financial institutions acceptable to Viacom (unless an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iEvent of Default has occurred and is continuing) the Borrower shall have received the prior written consent of and the Administrative Agent, which consent approval in each case shall not be unreasonably withheld, which shall assume such obligations; provided, that (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 (iiiw) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender.
(c) If any Lender (such Lender, a “replacement of Non-Consenting Lender”Lenders, each assignee shall have consented to the relevant amendment, (x) no such termination or assignment shall conflict with any law, rule or regulation or order of any Governmental Authority, (y) the Borrowers or the assignee (or assignees), as the case may be, shall pay to each affected Lender in immediately available funds NY nv-6billion -credit.htm i on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) Viacom may not terminate Tranche B Commitments representing more than 10% of the original aggregate Tranche B Commitments pursuant to this paragraph (b).
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, or if any Lender gives notice pursuant to Section 2.22, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office 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 good faith judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe case may be, in the future future, or eliminate the need for the notice pursuant to Section 2.22 and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined 2.17 or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, or if any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 Sections 2.15 or 2.152.17) and obligations under this Agreement the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) to the Borrower extent such consent would be required pursuant to Section 9.04(b), the Company shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Swingline Lender and the Issuing Banks), which consent shall not unreasonably be unreasonably withheld, delayed or conditioned, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including amounts payable pursuant to Section 2.16), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Company (in the case of all other amounts) and (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing 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 Company to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Platform as to which the Administrative Agent and such parties are participants), and the Lender required to make such assignment need not be a party thereto in this Section 2.17 order for such assignment to be effective and shall be deemed to prejudice have consented to and be bound by the terms thereof; provided that, following the effectiveness of any rights such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided, further, that any such documents shall be without recourse to or warranty by the Borrower may have against parties thereto. Notwithstanding anything in this Section 2.19(b) or Section 9.02(d) to the contrary, (x) any Lender that is a Defaulting Lender.
(c) If acts as an Issuing Bank may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such LenderIssuing Bank or the depositing of cash collateral in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to such outstanding Letter of Credit and (y) the Administrative Agent may not be replaced hereunder, a “Non-Consenting Lender”)in its capacity as such, except in accordance with the terms of Section 8.01.
Appears in 1 contract
Samples: Credit Agreement (Illumina, Inc.)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Sections 2.15(a) through (e), or with respect to Section 2.132.15(f), gives a notice thereunder, 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 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe case may be, in the future (or eliminate the need for the notice pursuant to Section 2.15(f)) and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable reasonable, direct, out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If any Lender requests compensation under Section 2.13 or 2.142.15(a) through (e), 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 2.15 and2.17, and in each case, such Lender has declined or is unable to designate a different lending office Lending Office in accordance with paragraph (a) of this Section 2.172.19(a), 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 in, and consents required by, Section 9.0411.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) Sections 2.15 and 2.17). and obligations under this Agreement the 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 Company shall have received the prior written consent of the Administrative AgentAgent (and if a Multicurrency Commitment is being assigned, the Issuing Bank and the Swing Line Lender), which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swing Line 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 Company, (iii) the Company shall have paid (or caused to be paid) the assignment fee specified in Section 11.04, (iv) in the case of any such assignment resulting from a claim for compensation under Section 2.132.15, Section 2.14 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing payments thereafter, (v) such assignment does not conflict with applicable laws, (vi) in this Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any case of an assignment resulting from a Lender that is becoming a Defaulting Lender.
(c) If any Lender (such Lender, a “Non-Consenting Lender”), the applicable assignee shall have consented to the applicable amendment, waiver or consent and (vii) in the case of any such assignment of a Yen Enabled Commitment, such assignee shall be able to provide Yen Enabled Revolving Loans denominated in Yen. 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 Company to require such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Five Year Credit Agreement (Edwards Lifesciences Corp)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13, or if the Borrower any Loan Party is required to pay any Indemnified Taxes or additional amount amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall (at the request of the BorrowerBorrower Representative) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, Affiliates if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as applicablethe 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 Borrowers hereby agrees agree to pay pay, jointly and severally, all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentassignment and delegation.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.13, or if (ii) the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such or (iii) any Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is become 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.13 or 2.15) and obligations under this Agreement and the other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); provided that (iA) the Borrower Borrowers shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheldwithheld or delayed, (iiB) 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 (including, for all such Lenders other than Defaulting Lenders, any amounts under Section 2.14) payable to it hereunderhereunder and under the other Loan Documents (if applicable, in each case only to the extent such amounts relate to its interest as a Lender of a particular Class) from the assignee (to in the extent case of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts) and ), (iiiC) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.13, Section 2.14 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or paymentspayments and (D) such assignment does not conflict with applicable law. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the Borrower may circumstances entitling the Borrowers to require such assignment and delegation have against any Lender that is a Defaulting Lenderceased to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) Any Lender claiming reimbursement or compensation from the Borrower under either of Sections 2.15 and 2.17 for any losses, costs or other liabilities shall use reasonable efforts (including, without limitation, reasonable efforts to designate a different lending office of such Lender for funding or booking its Loans or to assign its rights and obligations hereunder to another of its offices, branches or affiliates) to mitigate the amount of such losses, costs and other liabilities, if such efforts can be made and such mitigation can be accomplished without such Lender suffering (i) any economic disadvantage for which such Lender does not receive full indemnity from the Borrower under this Agreement or (ii) otherwise be disadvantageous to such Lender.
(b) In determining the amount of any claim for reimbursement or compensation under Sections 2.15 and 2.17, each Lender will use reasonable methods of calculation consistent with such methods customarily employed by such Lender in similar situations.
(c) Each Lender will notify the Borrower either directly or through the Administrative Agent of any event giving rise to a claim under Section 2.15 or Section 2.17 promptly after the occurrence thereof which notice shall be accompanied by a certificate of such Lender setting forth in reasonable detail the circumstances of such claim. 41
(d) If any Lender requests compensation under Section 2.132.15, 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 2.15, then such Lender shall (at the request of the 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 2.13 or 2.15, as applicable, 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 2.13 or 2.14, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is a Defaulting Lenderdefaults 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 9.0411.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided PROVIDED that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (New Nisource Inc)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.12, 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 2.152.14, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its affected Loans or other extensions of credit hereunder or to assign its affected rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.12 or 2.152.14, as applicablethe 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 (i) any Lender requests compensation under Section 2.13 or 2.142.12, or if the Borrower (ii) 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 2.15 and, in each case, such 2.14 or (iii) any Lender has declined failed to consent to a proposed amendment, waiver, discharge or is unable termination that under Section 9.02 requires the consent of all the Lenders and with respect to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is a Defaulting Lenderwhich the Required Lenders shall have granted their consent, 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13Sections 2.12 or 2.14) and obligations under the Loan Documents (or, 2.14 or 2.15in the case of any such assignment and delegation resulting from a failure to provide a consent, all its interests, rights (other than such existing rights) and obligations under this Agreement and the other Loan Documents as a Lender) to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iA) the Borrower shall have received the prior written consent of the Administrative Agent, which consent consent, in each case, shall not unreasonably be unreasonably withheldwithheld or delayed, (iiB) 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 ), (iiiC) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.12 or payments required to be made pursuant to Section 2.152.14, such assignment will result in a material reduction in such compensation or payments, (D) such assignment does not conflict with applicable law and (E) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected. Nothing in 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 Company to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment and delegation required pursuant to this Section 2.17 shall paragraph may be deemed effected pursuant to prejudice any rights an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and that the Borrower may have against any Lender that is required to make such assignment and delegation need not be a Defaulting Lenderparty thereto.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower or the Subsidiary Borrower, as applicable, is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe 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 2.13 or 2.142.15, or if the Borrower or the Subsidiary Borrower, as applicable, is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder, or if any Lender does not approve any Currency as an Alternative Currency, then the Borrower or the Subsidiary Borrower, as applicable, may, at its sole expense and efforteffort (except in the case of a defaulting Lender in which case it shall be at the expense and effort of such defaulting Lender), 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 9.0410.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 or the Subsidiary Borrower, as applicable, shall have received the prior written consent of the Administrative AgentAgent (and, if a Revolving Credit Commitment is being assigned, the Issuing Bank and Swingline Lender), which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 or the Subsidiary Borrower, as applicable, (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderor the Subsidiary Borrower, as applicable, to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: Credit Agreement (Lydall Inc /De/)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, 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 2.152.17 or any event that gives rise to the operation of Section 2.20, then such Lender shall (at the request of the Borrower) shall, upon request, use reasonable efforts to designate a different lending office 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17 or mitigate the applicability of Section 2.20, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. 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 (i) any Lender requests compensation under Section 2.13 2.15 or 2.14gives notice under Section 2.20, or if (ii) 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if (iii) 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, (x) terminate the applicable Commitments of such Lender, and repay all Obligations of the Borrower owing to such Lender relating to the applicable Loans and participations held by such Lender as of such termination date under one or more Facilities as the Borrower may elect or (y) require any such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights (other than its existing rights to payments owing as of such date pursuant to Section 2.13, 2.14 or 2.15Sections 2.15 and 2.17) 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 in the case of an assignment pursuant to the preceding clause (y), (i) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and, if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lender and the Issuing Banks), to the extent consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, which consent consent, in each case, shall not unreasonably be unreasonably withheld, delayed or conditioned, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, 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 2.132.15, Section 2.14 or payments required to be made pursuant to Section 2.152.17 or a notice given under Section 2.20, such assignment will result in a reduction in such compensation or paymentspayments thereafter and (iv) in the case of any such assignment resulting from a notice given under Section 2.20, such assignment will result in the Borrower having access to Eurocurrency Loans. Nothing in this Section 2.17 2.19 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender. No action by or consent of the removed Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such removed Lender and the replacement Lender shall otherwise comply with Section 9.04, provided, that if such removed Lender does not comply with Section 9.04 within one Business Day after the Borrower’s request, compliance with Section 9.04 shall not be required to effect such assignment.
(c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.08 requires the consent of all of the Lenders affected and with respect to which the Required Lenders (or the Lenders holding a majority of the Loans and Commitments of the applicable affected Class or Classes) shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) at their sole expense (including with respect to the processing and recordation fee referred to in Section 9.04(b)(ii)(B)) to (x) terminate the applicable Commitments of such Lender, and repay all Obligations of the Borrower owing to such Lender relating to the applicable Loans and participations held by such Lender as of such termination date under one or more Facilities as the Borrower may elect or (y) replace such Non-Consenting Lender by requiring such Non-Consenting Lender to (and any such Non-Consenting Lender agrees that it shall, upon the Borrower’s request) assign its Loans and its Commitments (or, at the Borrower’s option, the Loans and Commitments under the Facility that is the subject of the proposed amendment, waiver, discharge or termination) hereunder to one or more assignees reasonably acceptable to (i) the Administrative Agent (unless such assignee is a Lender, an Affiliate of a Lender or an Approved Fund) and (ii) if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lender and the Issuing Banks; provided, that in the case of an assignment pursuant to the preceding clause (y): (a) all Loan Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon, and (c) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.04; provided, that if such Non-Consenting Lender does not comply with Section 9.04 within one Business Day after the Borrower’s request, compliance with Section 9.04 shall not be required to effect such assignment.
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, 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 2.152.17 or any event that gives rise to the operation of Section 2.20, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17 or mitigate the applicability of Section 2.20, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) (a) If (i) any Lender requests compensation under Section 2.13 2.15 or 2.14gives notice under Section 2.20, or if (ii) 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if (iii) 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 any such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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, to the extent consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, which consent consent, in each case, shall not unreasonably be unreasonably 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, 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 2.132.15, Section 2.14 or payments required to be made pursuant to Section 2.152.17 or a notice given under Section 2.20, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 2.19 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender. No action by or consent of the removed Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment the Borrower, Administrative Agent, such removed Lender and the replacement Lender shall otherwise comply with Section 9.04, provided, that if such removed Lender does not comply with Section 9.04 within one Business Day after the Borrower’s request, compliance with Section 9.04 shall not be required to effect such assignment.
(cb) If any Lender (such Lender, a “Non-Consenting Lender ”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.08 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) at its sole expense (including with respect to the processing and recordation fee referred to in Section 9.04(b)(ii)(B)) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to (and any such Non-Consenting Lender agrees that it shall, upon the Borrower’s request) assign its Loans and its Commitments (or, at the Borrower’s option, the Loans and Commitments under the Facility that is the subject of the proposed amendment, waiver, discharge or termination) hereunder to one or more assignees reasonably acceptable to the Administrative Agent (unless such assignee is a Lender”, an Affiliate of a Lender or an Approved Fund); provided, that: (a) all Loan Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and (c) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.04; provided, that if such Non-Consenting Lender does not comply with Section 9.04 within one Business Day after the Borrower’s request, compliance with Section 9.04 shall not be required to effect such assignment.
Appears in 1 contract
Samples: Incremental Assumption and Amendment Agreement (Redbox Entertainment Inc.)
Mitigation Obligations; Replacement of Lenders. (a) If at any time (i) any Lender requests compensation under Section 2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority reimbursement for the account of any Lender amounts owing pursuant to Section 2.152.16 or Section 2.18 as a result of any condition described in such Sections or any Lender ceases to make Adjusted Eurodollar Rate Loans as a result of any condition described in Section 2.16 or Section 2.22, then such Lender shall (at the request of the 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 2.13 or 2.15, as applicable, 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 becomes a Defaulting Lender or assignment.
(biii) If any Lender requests compensation under Section 2.13 or 2.14, 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 2.15 and, in each case, such Lender has declined or is unable to designate becomes a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is a Defaulting Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon on three Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender and the Administrative Agent, require by requiring such Lender to (and such Lender shall be obligated to) assign and delegate, without recourse pursuant to Section 9.04(b) (with no assignment fee to be paid by the Borrower or Lender in accordance with and subject to the restrictions contained in Section 9.04), such instance) all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement (or, with respect to an assignee clause (iii) above, all of its rights and obligations with respect to the Loans or Commitments that shall assume such obligations (which assignee may be another Lenderis the subject of the related consent, if a Lender accepts such assignment)waiver or amendment) to one or more Eligible Assignees; provided that (i) the Borrower shall have received the prior written consent of neither the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Agent nor any Lender shall have received payment of an amount equal any obligation to the outstanding principal of its Loans, accrued interest thereon, accrued fees Borrower to find a replacement Lender or other such Person; and all other amounts payable to it hereunder, from the assignee provided further that (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii1) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.16 or payments required to be made pursuant to Section 2.152.18, such assignment will result in a reduction in such compensation or payments. Nothing payments and (2) in this the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents.
(b) Any Lender being replaced pursuant to Section 2.17 2.20(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swingline Loans, as applicable, and (ii) deliver Notes, if any, evidencing such Loans to the Borrower or Administrative Agent; provided, that if any Lender shall fail to execute and deliver such Assignment and Assumption within five Business Days of any request therefor, it shall be deemed executed and delivered on behalf of such Lender. Pursuant to prejudice any rights that such Assignment and Assumption, (1) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swingline Loans, as applicable, (2) all obligations of the Borrower may have against any owing to the assigning Lender that is relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Assumption and (3) upon such payment and, if so requested by the assignee Lender, the assignor Lender shall deliver to the assignee Lender the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Defaulting Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.
(c) If Notwithstanding anything to the contrary contained above, any Lender that acts as an Issuing Bank may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Bank (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such LenderIssuing Bank, or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 8.06.
(d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.02 or all the Lenders with respect to the Loans and (iii) the Required Lenders, in the case of a consent, waiver or amendment requiring the consent of all the Lenders with respect to the Loans, or all affected Lenders other than the Non-Consenting Lender or Non-Consenting Lenders, in the case of a consent, waiver or amendment requiring the consent of all affected Lenders, have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”).
Appears in 1 contract
Samples: Credit Agreement (Lmi Aerospace Inc)
Mitigation Obligations; Replacement of Lenders. (a) (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (then, at the request of the Borrower) , 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, or otherwise mitigate such circumstances, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe 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 (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined 2.17 or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, or if any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 Sections 2.15 or 2.152.17) and obligations under this Agreement the 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 received the prior written consent of the Administrative Agent, (which consent shall not unreasonably be unreasonably withheldwithheld delayed or conditioned) of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Banks and the Swingline Lender), in each case to the extent that such consent would be required for such assignment pursuant to Section 9.04, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing 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. Notwithstanding anything to the contrary in this Agreement, in no event shall break funding payments, if any, pursuant to Section 2.17 shall 2.16 be deemed due and payable to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lendersuch assignor.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.133.09, or if the Borrower is required to pay any additional amount Additional Amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.153.11, then such Lender shall (at the request of the Borrower) use reasonable efforts to file any certificate or document requested by the Borrower (consistent with legal and regulatory restrictions), 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 Affiliatesaffiliates, if, in the judgment of such Lender, such filing, designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 3.09 or 2.153.11, as applicablethe 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 (i) any Lender requests compensation under Section 2.13 or 2.143.09, or if (ii) the Borrower is required to pay any additional amount Additional Amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and3.11, (iii) any Lender becomes a Defaulting Lender, or (iv) any Lender refuses to consent to any amendment, waiver or other modification of this Agreement requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders, then, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 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 Section 9.0410.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and, in the case of clause (iv) above, provides its consent to such requested amendment, waiver, or other modification of this Agreement); provided that provided, that, (i1) the Borrower shall have received the prior written consent of the Administrative Agent, Agent which consent shall not unreasonably be unreasonably withheldwithheld or delayed, (ii2) 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 hereunderhereunder (including any amounts under Section 3.10), 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 (iii3) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 3.09 or payments required to be made pursuant to Section 2.153.11, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.13(a) and such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender requests compensation under Section 2.132.15, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 2.13 2.15 or 2.152.17, as applicablethe 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 In addition to the Borrower’s rights under Section 9.02(d), if (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if (iii) any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 Sections 2.15 or 2.152.17) and obligations under this Agreement the 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 received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: Credit Agreement (Tredegar Corp)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.14, or if the Borrower is required to pay Indemnified Taxes or any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.16, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.14 or 2.152.16, as applicablethe 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 (i) any Lender requests compensation under Section 2.13 or 2.14, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and2.16, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, or if any Lender is becomes a Defaulting LenderLender or (iv) in connection with any proposed amendment, modification, waiver or termination requiring the consent of all the Lenders or all affected Lenders, the consent of the Required Lenders is obtained but the consent of any Lender whose consent is required is not obtained, 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 9.049.04 or pursuant to procedures agreed upon by the Administrative Agent and the Borrower), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.132.14, 2.14 Section 2.15, Section 2.16 or 2.15Section 9.03 arising prior to the effectiveness of such assignment) 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 received the prior written consent of the Administrative AgentAgent with respect to any assignee that is not already a Lender hereunder (and if a Commitment is being assigned, the Issuing Banks) which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 2.13, Section 2.14 or payments required to be made pursuant to Section 2.152.16, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.14, 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 2.152.16, then such Lender shall (shall, at the request of the Borrower) Company, 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.14 or 2.152.16, as applicablethe 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 LenderLender as determined by such Lender in its sole discretion. The Borrower Company 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 2.13 or 2.14, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.172.16, or if any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder, 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 Section 9.0410.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee (x) shall be selected by the Company and (y) may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent and the Issuing Bank, which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder and under the other Loan Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 or payments required to be made pursuant to Section 2.152.16, such assignment will result in a material reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Company to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, 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 2.152.17 or any event that gives rise to the operation of Section 2.20, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17 or mitigate the applicability of Section 2.20, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentassignment within 15 days after written request from such Lender (accompanied by reasonable back-up documentation).
(b) If (i) any Lender requests compensation under Section 2.13 2.15 or 2.14gives notice under Section 2.20, or if (ii) 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 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 any such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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, to the extent consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees thereon and all other amounts payable to it hereunder, hereunder from the assignee (to the extent of such outstanding principal and accrued interest and feesinterest) 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 2.132.15, Section 2.14 or payments required to be made pursuant to Section 2.152.17 or a notice given under Section 2.20, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 No action by or consent of the removed Lender shall be deemed necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment the Borrower, Administrative Agent, such removed Lender and the replacement Lender shall otherwise comply with Section 9.04, provided that, if such removed Lender does not comply with Section 9.04 within one Business Day after the Borrower’s request, compliance with Section 9.04 shall not be required to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lendereffect such assignment.
(c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.08 requires the consent of all of the Lenders affected (or all of the Lenders affected of a given Tranche) and with respect to which the Required Lenders (or Required Facility Lenders of the applicable Tranche) shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) at its sole expense to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to (and any such Non-Consenting Lender agrees that it shall, upon the Borrower’s request) assign its Loans and its Commitments hereunder to one or more assignees in accordance with and subject to the restrictions contained in Section 9.04 (and the Borrower shall have received the prior written consent of the Administrative Agent, to the extent consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, which consent shall not unreasonably be withheld); provided that: (a) all Loan Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and the replacement Lender or, at the option of the Borrower, the Borrower shall pay any amount required by Section 2.12(b), if applicable, and (c) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment the Borrower, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.04; provided that, if such Non-Consenting Lender does not comply with Section 9.04 within one Business Day after the Borrower’s request, compliance with Section 9.04 shall not be required to effect such assignment.
Appears in 1 contract
Samples: Credit Agreement (TravelCenters of America Inc. /MD/)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.133.10, or if the Borrower is required to pay any additional amount Additional Amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.153.12, then such Lender shall (at the request of the Borrower) use reasonable efforts to file any certificate or document requested by the applicable Borrower (consistent with legal and regulatory restrictions), 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 Affiliatesaffiliates, if, in the judgment of such Lender, such filing, designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 3.10 or 2.153.12, as applicablethe 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 (i) any Lender requests compensation under Section 2.13 or 2.143.10, or if (ii) the Borrower is required to pay any additional amount Additional Amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and3.12, (iii) any Lender becomes a Defaulting Lender or (iv) any Lender refuses to consent to any amendment, waiver or other modification of this Agreement requested by the Company that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders, then, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 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 Section 9.0410.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and, in the case of clause (iv) above, provides its consent to such requested amendment, waiver, or other modification of this Agreement); provided that (i1) the Borrower Company shall have received the prior written consent of the Administrative Agent, Agent which consent shall not unreasonably be unreasonably withheldwithheld or delayed, (ii2) 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 hereunderhereunder (including any amounts under Section 3.11), 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 (iii3) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 3.10 or payments required to be made pursuant to Section 2.153.12, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe case may be, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be materially 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 2.13 or 2.142.15, or if the Borrower is Borrowers are required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 2.17, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17Section, or if any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.15 or 2.152.17) and obligations under this Agreement and other 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) if the Borrower assignee is not already a Lender, an Affiliate of a Lender or an Approved Fund, the Borrowers shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheldwithheld or delayed, (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 Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Borrowers to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: Credit Agreement (Big Lots Inc)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, 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 2.152.17 or any event that gives rise to the operation of Section 2.23, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder hereunder, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.15Section 2.17 or mitigate the applicability of Section 2.23, as applicablethe case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and would not be inconsistent with the internal policies of, or otherwise be disadvantageous to in any material economic, legal or regulatory respect 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 (i) any Lender requests compensation under Section 2.13 2.15 or 2.14gives notice under Section 2.23, or if (ii) the Borrower is required to pay any additional amount to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if (iii) any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement and the other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); , provided that (iA) the Borrower shall have received the prior written consent of the Administrative AgentAgent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, which consent consents, in each case, shall not unreasonably be unreasonably withheldwithheld or delayed, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued but unpaid interest thereon, accrued but unpaid fees and all other amounts payable to it hereunder, 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), (C) the Borrower or such assignee shall have paid (unless waived) to the Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii) and (iiiD) in the case of any such assignment resulting from a claim for compensation under Section 2.132.15, Section 2.14 or payments payment required to be made pursuant to Section 2.152.17 or a notice given under Section 2.23, such assignment will result in a material reduction in such compensation or payments. Nothing in 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 (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this Section 2.17 shall paragraph may be deemed effected pursuant to prejudice any rights an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Borrower may have against any Lender that is required to make such assignment need not be a Defaulting Lenderparty thereto.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requires the Borrowers to pay any additional amounts under Section 2.15 [Administrative Agent’s and Lender’s Rights], Section 2.19 [Taxes] or requests compensation under Section 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 2.152.20 [Increased Costs and Reduced Return], then such Lender shall (at the request of the Administrative 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to such Section 2.13 or 2.15, as applicable, in the future 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 requires the Borrowers to pay any additional amounts under Section 2.15 [Administrative Agent’s and Lender’s Rights] or Section 2.19 [Taxes] or requests compensation under Section 2.13 or 2.14, 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 2.15 2.20 [Increased Costs and Reduced Return] and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph clause (a) above in a manner that eliminates the accrual of this Section 2.17such additional amounts, or if any Lender is a Defaulting Lender, then the Administrative 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 in, and consents required by, Section 9.0412.07 [Assignments and Participations]), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that that:
(i) the Borrower Borrowers or assignee shall have received paid to the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, Agents any assignment fees specified in Section 12.07 [Assignments and Participations];
(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, hereunder and under the other Loan Documents (including any amounts under Section 2.15 [Administrative Agent’s and Lender’s Rights] or Section 2.20 [Increased Costs and Reduced Return]) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Borrowers (in the case of all other amounts) and );
(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 or payments required to be made pursuant to Section 2.152.15 [Administrative Agent’s and Lender’s Rights] or Section 2.19 [Taxes] a claim for compensation under Section 2.20 [Increased Costs and Reduced Return], such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender.payments thereafter; and
(civ) If 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 Administrative Borrower to require such Lender, a “Non-Consenting Lender”)assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Agreement (Funko, Inc.)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, 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 2.152.17, then such Lender shall (at the request of the Borrower) use reasonable efforts to file any certificate or document reasonably requested by the Company or 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 Affiliatesaffiliates, ifif such filing, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe case may be, in the future and (ii) in the judgment of such Lender, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby Company agrees to cause one or more of the Borrowers 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 2.13 or 2.142.15, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, or if the Company is entitled to replace a Defaulting LenderLender pursuant to Section 9.02(c), then the Borrower Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Facility Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 Company shall have received the prior written consent of the Administrative Facility Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Swingline 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 applicable 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Company to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Yum Brands Inc)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 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 2.15, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, Affiliates if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as applicable, 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 2.13 or 2.142.13, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 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, either
(i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender’s outstanding Term Loans hereunder in full on a non-pro rata basis without premium or penalty or
(ii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.13 or Section 2.15) 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 (iA) in the case of clause (ii) above, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheld, withheld and (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and and
(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.13 or payments required to be made pursuant to Section 2.152.14, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 No action by or consent of the replaced Lender shall be deemed necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, the Administrative Agent, such replaced Lender and the replacement Lender shall otherwise comply with Section 9.04; provided that if such replaced Lender does not comply with Section 9.04 within three Business Days after the Borrower’s request, compliance with Section 9.04 shall not be required to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lendereffect such assignment.
(c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which, pursuant to the terms of Section 9.08, requires the consent of all of the Lenders affected or all Lenders and with respect to which the Required Lenders shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) at its sole expense, to either
(i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender’s outstanding Term Loans hereunder in full on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 9.04(b)(ii)(B)) or
(ii) replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Term Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent; provided that
(A) all Obligations of the Borrower owing to such Non-Consenting Lender (including accrued Fees and any amounts due under Section 2.08(b), Section 2.13, Section 2.14 or Section 2.15) being removed or replaced shall be paid in full to such Non-Consenting Lender concurrently with such removal or assignment and
(B) in the case of clause (ii) above, the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.04; provided that if such Non-Consenting Lender does not comply with Section 9.04 within three Business Days after the Borrower’s request, compliance with Section 9.04 shall not be required to effect such assignment.
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.12, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.14, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Revolving 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 2.13 2.12 or 2.152.14, as applicablethe 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 2.13 or 2.14, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 Sections 2.12 or 2.152.14) and obligations under this Agreement the 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 received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheld, (ii) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.04(b)(ii)(C), (iii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder and under the other Loan Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iv) such assignment does not conflict with applicable law, and (iiiv) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 or payments required to be made pursuant to Section 2.15, such assignment will result in Lender becoming a reduction in such compensation or payments. Nothing in this Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender.
(c) If any Lender (such Lender, a “Non-Consenting Lender”), the applicable assignee shall have consented to the applicable amendment, waiver or consent. 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. Notwithstanding anything in this Section 2.16 to the contrary, the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 8.05.
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) Any Lender claiming reimbursement or compensation from the Borrower under either of Sections 2.15 and 2.17 for any losses, costs or other liabilities shall use reasonable efforts (including, without limitation, reasonable efforts to designate a different lending office of such Lender for funding or booking its Loans or to assign its rights and obligations hereunder to another of its offices, branches or affiliates) to mitigate the amount of such losses, costs and other liabilities, if such efforts can be made and such mitigation can be accomplished without such Lender suffering (i) any economic disadvantage for which such Lender does not receive full indemnity from the Borrower under this Agreement or (ii) otherwise be disadvantageous to such Lender.
(b) In determining the amount of any claim for reimbursement or compensation under Sections 2.15 and 2.17, each Lender will use reasonable methods of calculation consistent with such methods customarily employed by such Lender in similar situations.
(c) Each Lender will notify the Borrower either directly or through the Administrative Agent of any event giving rise to a claim under Section 2.15 or Section 2.17 promptly after the occurrence thereof which notice shall be accompanied by a certificate of such Lender setting forth in reasonable detail the circumstances of such claim.
(d) If any Lender requests compensation under Section 2.132.15, 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 2.15, then such Lender shall (at the request of the 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 2.13 or 2.15, as applicable, 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 2.13 or 2.14, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is a Defaulting Lenderdefaults 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 9.0411.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 consent, shall not unreasonably be unreasonably 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, Affiliates if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe 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 LenderLender in any respect considered by such Lender to be material. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentassignment and delegation.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and2.17, (iii) any Lender has become a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination that under Section 9.02 requires the consent of all the Lenders (or all the affected Lenders or all the Lenders of the affected Class) and with respect to which the Required Lenders (or, in each casecircumstances where Section 9.02 does not require the consent of the Required Lenders, such Lender has declined or is unable to designate a different lending office Majority in accordance with paragraph (aInterest of the Lenders of the affected Class) of this Section 2.17, or if any Lender is a Defaulting Lendershall have granted their consent, 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 9.049.04 (except that the Borrower or replacement Lender shall pay any applicable processing and recordation fee)), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement and the other Loan Documents (or, in the case of any such assignment and delegation resulting from a failure to provide a consent, all its interests, rights and obligations under this Agreement and the other Loan Documents as a Lender of a particular Class) to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); provided that (iA) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and, in circumstances where its consent would be required under Section 9.04, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be unreasonably withheldwithheld conditioned or delayed, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and, if applicable, participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (if applicable, in each case only to the extent such amounts relate to its interest as a Lender of a particular Class) from the assignee (to in the extent case of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and ), (iiiC) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments, (D) such assignment does not conflict with applicable law and (E) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected. Nothing in A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. Each party hereto agrees that an assignment and delegation required pursuant to this Section 2.17 shall paragraph may be deemed effected pursuant to prejudice any rights an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Borrower may have against any Lender that is required to make such assignment and delegation need not be a Defaulting Lenderparty thereto.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (shall, at the request of the Borrower) , use reasonable efforts to designate a different lending office Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe 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 2.13 or 2.142.15, 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 2.15 2.17, and, in each case, such Lender has declined or is unable to designate a different lending office Lending Office in accordance with paragraph (a) of this Section 2.172.19(a), 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.15 or 2.15Section 2.17) 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 AgentAgent (and, if a Commitment is being assigned, the Issuing BankBanks) which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation any payments under Section 2.132.15, or if the Borrower any Loan Party is required to pay Indemnified Taxes or any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, or if any Lender delivers an Illegality Notice (as defined in Section 2.23), then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17 or eliminate the applicability of the Illegality Notice, as applicablethe 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentassignment and delegation.
(b) If (i) any Lender requests compensation any payments under Section 2.13 or 2.142.15, or if the Borrower (ii) any Loan Party is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if (iii) any Lender is becomes a Defaulting Lender, (iv) any Lender becomes a Declining Lender or (v) any Lender becomes 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 Section 9.0410.04, with the Company or the replacement Lender paying any applicable processing or recordation fees), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 (iA) the Borrower Company shall have received the prior written consent of the Administrative Agent, each Issuing Bank and the Swingline Lender (which consent shall not unreasonably be unreasonably withheld), (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 Company (in the case of all other amounts) and ), (iiiC) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing , (D) in this Section 2.17 shall be deemed to prejudice the case of any rights that such assignment and delegation resulting from the Borrower may have against any status of such Lender that is as a Defaulting Lender.
(c) If any Lender (such Declining Lender, the assignee shall have agreed to the applicable Maturity Date Extension Request and (E) in the case of any such assignment and delegation resulting from the status of such Lender as a “Non-Consenting Lender”), such assignment, together with any assignments by other Non-Consenting Lenders, will enable the Company to obtain sufficient consents to cause the applicable amendment, modification or waiver to become effective. 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 Company to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13, 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 2.15, then such Lender shall (at shall, upon the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as applicablethe 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 Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.. Credit Agreement ---------------- 30
(b) If any Lender (or any Participant in Loans made by such Lender) requests compensation under Section 2.13 or 2.142.13, or if the any Borrower is required to pay any additional amount to any Lender (or any Participant in Loans made by such Lender) or any Governmental Authority for the account of any Lender (or any Participant in Loans made by such Lender) pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.172.15, or if any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder, 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 Section 9.0410.4), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement (other than any outstanding Competitive Loans held by it) 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 Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive 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 relevant 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 2.13, Section 2.14 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Company to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: Credit Agreement (Metlife Inc)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.12, or if requires the Borrower is required to pay any additional amount Indemnified Taxes or Additional Amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.13, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans Advances 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 2.13 2.12 or 2.15Section 2.13, as applicablethe case may be, in the future future, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; provided that no such assignment shall be effected if the assignee is not a Qualified Purchaser. 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 2.13 or 2.142.12, or if the Borrower is required to pay any additional amount Indemnified Taxes or Additional Amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 2.13 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.172.16(a), or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon written 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 in, and consents required by, Section 9.0411.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.13, 2.14 or 2.15) and obligations under this Agreement and the related Transaction 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 provided, that:
(i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansAdvances and participations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Transaction Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and );
(iiiii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.12 or payments required to be made pursuant to Section 2.152.13, such assignment will result in a reduction in such compensation or paymentspayments thereafter; and
(iii) such assignment does not conflict with Applicable Law. Nothing in this Section 2.17 -70- Any Lender shall not be deemed required to prejudice make any rights that such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: Loan and Servicing Agreement (Carlyle Credit Solutions, Inc.)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13, 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 2.15, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as applicablethe 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 Borrowers hereby agrees agree 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 2.13 or 2.142.13, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.172.15, or if any Lender defaults in its obligation to fund Loans hereunder, or if any Lender fails to approve an amendment or waiver to this Agreement requiring its consent, which amendment or waiver is a Defaulting Lenderapproved by the Required Lenders, 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 Borrowers, shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and participations in LC Disbursements and Swingline 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 Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Borrowers to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower any Loan Party is required to pay any Indemnified Taxes or additional amount amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not be inconsistent with its internal policies or otherwise be disadvantageous to such LenderLender in any material respect. The Borrower hereby agrees agree to pay all reasonable costs and expenses incurred by any Lender documented assignment fees in connection with any such designation or assignmentassignment and delegation.
(b) If (i) any Lender requests has requested compensation under Section 2.13 or 2.142.15, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and2.17, in each case, such (iii) any Lender has declined become a Defaulting Lender, (iv) any Lender has become a Declining Lender under Section 2.22 or is unable to designate a different lending office in accordance with paragraph (av) of this Section 2.17, or if any Lender is a Defaulting LenderDisqualified Institution, 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 of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.15 or 2.152.17) and obligations under this Agreement and the other Loan Documents (or, in the case of any such assignment and delegation resulting from a Lender having become a Declining Lender, all its interests, rights and obligations under this Agreement and the other Loan Documents as a Lender of the applicable Class with respect to which such Lender is a Declining Lender) to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); provided that (iA) the Borrower shall have received the prior written consent of the Administrative AgentAgent to the extent such consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and, if a Revolving Commitment is being assigned, each Issuing Bank and each Swingline Lender), which consent shall not unreasonably be unreasonably withheldwithheld or delayed, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and unreimbursed participations in LC Disbursements, Swingline Loans and Protective Advances, accrued interest thereon, accrued but unpaid fees and all other amounts payable to it hereunderhereunder (if applicable, in each case only to the extent such amounts relate to its interest as a Lender of a particular Class) from the assignee (to in the extent case of such outstanding principal and accrued interest and fees) fees or the Borrower, (C) the Borrower or such assignee shall have paid (unless waived) to the Administrative Agent the processing and recordation fee specified in the case of all other amounts) and Section 9.04(b), (iiiD) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a material reduction in such compensation or paymentspayments and (E) such assignment and delegation does not conflict with applicable law. Nothing in A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise (including as a result of any action taken by such Lender under paragraph (a) above), the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. Each party hereto agrees that an assignment required pursuant to this Section 2.17 shall paragraph may be deemed effected pursuant to prejudice any rights an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Borrower may have against any Lender that is required to make such assignment need not be a Defaulting Lenderparty thereto.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: Credit Agreement (Arconic Corp)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 2.13 2.15 or 2.152.17, as applicablethe 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If In addition to the Company’s rights under Section 9.02(d), if (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if the (ii) any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, 2.17 (other than amounts in each case, such Lender has declined respect of Other Taxes or is unable to designate a different lending office in accordance with paragraph VAT) or (aiii) of this Section 2.17, or if any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 Sections 2.15 or 2.152.17) and obligations under this Agreement the 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 Company shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Company to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: Credit Agreement (Newmarket Corp)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13, 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 2.15, then such Lender shall (at shall, upon the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as applicablethe 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 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 any Lender (or, subject to Section 9.2.3, any Participant in Loans made by such Lender) requests compensation under Section 2.13 or 2.142.13, or if the any Borrower is required to pay any additional amount to any Lender (or, subject to Section 9.2.3, any Participant in Loans made by such Lender) or any Governmental Authority for the account of any Lender (or any Participant in Loans made by such Lender) pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.172.15, or if any Lender is a Defaulting Lenderdefaults in its obligation to fund Loans hereunder, 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 Section 9.049.3), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement (other than any outstanding Competitive Loans held by it) 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 Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheld, withheld and (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive 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 relevant Borrower (in the case of all other amounts) and (iii) in the case of ). A Lender shall not be required to make any such assignment resulting from and delegation if, prior thereto, as a claim for compensation under Section 2.13result of a waiver by such Lender or otherwise, Section 2.14 or payments required the circumstances entitling the Company to be made pursuant to Section 2.15, require such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 shall be deemed and delegation cease to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lenderapply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: Credit Agreement (Metlife Inc)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, 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 2.152.17, then such Lender shall (consult with the Company regarding any actions that could be taken to reduce amounts payable under such Sections and the costs of taking such actions and shall, at the request of the Borrower) Company following such consultations, 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe 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 Company hereby agrees to pay all reasonable reasonable, direct, out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If any Lender requests compensation under Section 2.13 or 2.142.15, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is becomes 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 Section 9.0410.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement the 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 Company shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, withheld and (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 Company. A Lender shall not be required to make any such assignment resulting from and delegation if, prior thereto, as a claim for compensation under Section 2.13result of a waiver by such Lender or otherwise, Section 2.14 or payments required the circumstances entitling the Company to be made pursuant to Section 2.15, require such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 shall be deemed and delegation cease to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lenderapply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: 364 Day Credit Agreement (Automatic Data Processing Inc)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13Sections 2.13(f) or 2.15, or if the any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 Sections 2.13(f), 2.15 or 2.152.17, as applicablethe 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 Sections 2.13(f) or 2.142.15, or if the (ii) any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined 2.17 or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, or if any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13Sections 2.13(f), 2.14 2.15 or 2.152.17) and obligations under this Agreement the Loan Documents to an assignee or assignees that shall assume such obligations (which assignee or assignees may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 Borrowers (in the case of all other amounts) with respect to the relevant Class and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 Sections 2.13(f) or 2.15 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)to
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower is or the Loan Guarantors are required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15Sections 2.17 or 10.09, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, 2.17 or 10.09, as applicablethe 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 and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment).
(b) If any Lender requests compensation under Section 2.13 or 2.142.15, or if the Borrower is or the Loan Guarantors are required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender Lender) pursuant to Section 2.15 and, in each case, such Lender has declined 2.17 or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.1710.09, or if any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.15 or 2.152.17) and obligations under this Agreement and other 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 received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.15Sections 2.17 or 10.09, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a1) If any Lender requests compensation under Section 2.139.16, or if requires 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 2.159.17, or it is unlawful for the Lender to make or maintain an Advance pursuant to Section 9.19, then such the Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder Advances or to assign its rights and obligations hereunder under this Agreement to another of its offices, branches or Affiliates, if, in the judgment of such the Lender, such designation or assignment doing so (i) would eliminate or reduce amounts payable pursuant to Section 2.13 9.16 or 2.159.17, as applicablethe case may be, in the future and (ii) would not subject such the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such the Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b2) If any Lender requests compensation under Section 2.13 9.16 or 2.14, 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 2.15 and, 9.17 and in each case, such case the Lender has declined or is unable to designate comply with Section 9.18(1), if any FATCA Withholding Tax is imposed on any payment to a different lending office Lender under or in accordance connection with paragraph this Agreement (a) of this whether the payment is made directly or through another financial institution), if any Lender’s obligations are suspended pursuant to Section 2.17, 9.19 or if any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon ten (10) days’ notice to such that Lender and the Administrative Agent, require such the Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 9.0410.2), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13under Sections 9.16, 2.14 or 2.159.17 and 11.5) and obligations under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall will assume such those obligations (which assignee may be another Lender, if a Lender accepts such the assignment); , provided that that:
(ia) the Borrower shall have received pays the prior written consent of Agent the Administrative Agent, which consent shall not be unreasonably withheld, assignment fee specified in Section 10.2(1)(e);
(iib) such the Lender shall have received receives payment of an amount equal to the outstanding principal of its LoansAdvances, accrued interest thereoninterest, accrued fees and all other amounts payable to it hereunder, under the Loan Documents (including any breakage costs and amounts required to be paid under this Agreement as a result of prepayment to a Lender) from any assignee and/or the assignee Borrower;
(to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iiic) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 9.16 or payments required to be made pursuant to Section 2.159.17, such the assignment will result in a reduction in such future compensation or payments. Nothing in this Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender.;
(cd) If any assignment does not conflict with Applicable Law; and
(e) in the case of any assignment resulting from a Lender (such Lender, becoming a “Non-Consenting Lender”), the assignee consents to the applicable waiver, amendment or consent.
(3) A Lender shall not be required to make any such assignment or delegation or accept repayment if, before completion, as a result of a waiver by the Lender or otherwise, the circumstances entitling the Borrower to require the assignment and delegation or repayment cease to apply.
Appears in 1 contract
Samples: Credit Agreement (CRH Medical Corp)
Mitigation Obligations; Replacement of Lenders. 4832-2498-4973
(a) If any Lender requests compensation under Section 2.132.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 Sections 2.15 or 2.152.17, as applicablethe 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 (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and2.17, or (iii) any Lender becomes a Defaulting Lender or a Non-Consenting Lender, then, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 Sections 2.15 or 2.152.17) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (iw) if such consent would be required under Section 9.04(b)(i), the Borrower shall have received the prior written consent of the Administrative AgentAgent (and if a Revolving Commitment is being assigned, Issuing Banks), which consent shall not unreasonably be unreasonably withheld, (iix) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements and Swingline 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 ), (iiiy) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments, and (z) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Nothing 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. Each party hereto agrees that (a) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (b) the Lender required to make such assignment need not be a party thereto in this Section 2.17 order for such assignment to be effective and shall be deemed to prejudice have consented to and be bound by the terms thereof so long as no changes to the form attached as Exhibit A adversely affect the exiting Lender; provided that, following the effectiveness of any rights that such assignment, the Borrower may have against any Lender that is a Defaulting Lender.
(c) If any Lender (other parties to such assignment agree to 4832-2498-4973 execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, a “Non-Consenting Lender”)provided that any such documents shall be without recourse to or warranty by the parties thereto other than as contemplated by the Assignment and Assumption.
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, 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 2.152.17, then to the extent requested by the Borrower and subject to the Borrower's payment obligations under the next sentence, such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe 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 assignmentassignment to the extent such costs and expenses have been approved in advance by the Borrower.
(b) If any Lender requests compensation under Section 2.13 or 2.142.15, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is becomes 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement the 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 received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If If, in connection with any proposed amendment, waiver or consent requiring the consent of "each Lender" or "each Lender affected thereby," the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender, Lender whose consent is necessary but not obtained being referred to herein as a “"Non-Consenting Lender”"), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this 32 Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe 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 Company hereby agrees to pay (or cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if the (ii) any Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if (iii) any Lender is becomes a Defaulting Lender, or (iv) any Lender becomes a Non-Extending 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 Section 9.0410.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.15 or 2.152.17) and obligations under this Agreement the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ix) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be unreasonably withheld, (iiy) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 Borrowers (in the case of all other amounts) and (iiiz) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Company to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: Credit Agreement (Cabot Corp)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13, 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 2.15, then such Lender shall (at the request of the BorrowerCompany) 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as applicablethe case may be, in the future 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.13, or if (ii) the Borrower Company is required to pay any additional amount to any Lender Lender, the Issuing Bank or any Governmental Authority for the account of any Lender or the Issuing Bank pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph Section 2.17(a), (aiii) of this Section 2.17, or if any Lender is a Defaulting Lender, or (iv) if in connection with any proposed amendment, modification, waiver or consent, the consent of the Required Lenders has been obtained but the consent of a Lender the consent of which is required shall not have been obtained, then the Borrower Company may, at its sole expense and effort, upon notice to 39 Xxxxxxx-Xxxxxxxx Company | Credit Agreement 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 in, and consents required by, Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, [reserved]; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, hereunder and under the other Loan Documents (including any amounts under Section 2.14) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower Company (in the case of all other amounts) ); and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or paymentspayments thereafter. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Company to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 2.13 2.15 or 2.152.17, as applicablethe 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 (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if (iii) any Lender is a Non-Extending Lender for the purposes of Section 2.23 or (iv) any Lender becomes a Defaulting 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.15 or 2.152.17) and obligations under this Agreement and other Loan Documents to an assignee (other than an Ineligible Institution) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ix) the Borrower shall have received the prior written consent of the Administrative AgentAgent (and in circumstances where its consent would be required under Section 9.04, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be unreasonably withheldwithheld or delayed, (iiy) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements and Swingline 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 (iiiz) in US-DOCS\103717350.16 the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing 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. Each party hereto agrees that (a) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (b) the Lender required to make such assignment need not be a party thereto in this Section 2.17 order for such assignment to be effective and shall be deemed to prejudice have consented to an be bound by the terms thereof; provided that, following the effectiveness of any rights that such assignment, the Borrower may have against any Lender that is a Defaulting Lender.
(c) If any Lender (other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, a “Non-Consenting Lender”)provided that any such documents shall be without recourse to or warranty by the parties thereto.
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Sections 2.15(a) through (e), or with respect to Section 2.132.15(f), gives a notice thereunder, 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 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe case may be, in the future (or eliminate the need for the notice pursuant to Section 2.15(f)) and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower Company hereby agrees to pay all reasonable reasonable, direct, out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If any Lender requests compensation under Section 2.13 or 2.142.15(a) through (e), 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 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 Section 9.0411.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement the 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 Company shall have received the prior written consent of the Administrative AgentAgent (and if a Multicurrency Commitment is being assigned, the Issuing Bank and the Swing Line Lender), which consent shall not be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swing Line 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) Company and (iii) in the case of any such assignment resulting from of a claim for compensation under Section 2.13Yen Enabled Commitment, Section 2.14 or payments such assignee shall be able to provide Yen Enabled Revolving Loans denominated in Yen. A Lender shall not be required to be made pursuant to Section 2.15, make any such assignment will and delegation if, prior thereto, as a result in of a reduction in waiver by such compensation Lender or payments. Nothing in this Section 2.17 shall be deemed otherwise, the circumstances entitling the Company to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lenderrequire such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.14, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.16, then such Lender shall (at the request of the 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 2.13 2.14 or 2.152.16, as applicablethe 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 (i) any Lender requests compensation under Section 2.13 or 2.14, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and2.16, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (aii) of this Section 2.17, or if any Lender is becomes a Defaulting Lender, or (iii) any Lender shall fail to approve any amendment, waiver or modification to this Agreement or any other Financing Document that requires the approval of each Lender or each affected Lender and such amendment, waiver or modification shall have been approved by Lenders constituting Required Lenders, 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 of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, Sections 2.14 or 2.152.16) 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 AgentAgent (and if a Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 2.13, Section 2.14 or payments required to be made pursuant to Section 2.152.16, such assignment will result in a reduction in such compensation or payments, (iv) such assignment does not conflict with applicable law and (v) in the case of any such assignment resulting from a Lender failing to approve any amendment, waiver or modification to this Agreement or any other Financing Document, each applicable assignee shall have agreed to approve such amendment, waiver or modification. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: Credit Agreement (Cubic Corp /De/)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe 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 (an “Affected Lender”) requests compensation under Section 2.13 or 2.142.15, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender Lender) pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is becomes a Defaulting Lender, or if any Lender does not consent to any amendment, waiver or consent to any Loan Documents for which the consent of the Required Lenders is obtained but that requires the consent of the other Lenders (a “Non-Consenting Lender”), then the Borrower may, in its sole discretion and 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 9.049.4), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 Sections 2.15 or 2.152.17) 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) i)with respect to the substitution of any Non-Consenting Lender, the Borrower shall have received the prior written consent of the Administrative AgentRequired Lenders, which consent shall not unreasonably be unreasonably withheldwithheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, 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 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments; provided, however, that in no event may an Excluded Person be an assignee hereunder. Nothing Upon the satisfaction of the conditions to the assignment set forth in this Section 2.17 2.19, the Affected Lender shall no longer constitute a “Lender” hereunder and such assignee shall become a “Lender” hereunder. A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: Credit Agreement (Virtusa Corp)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, 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 2.152.17, or if any Borrower is required to pay any additional interest to any Lender pursuant to Section 2.21, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, 2.17 or 2.21 as applicablethe 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 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 any Lender requests compensation under Section 2.13 or 2.142.15, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Borrower is required to pay any additional interest to any Lender is a Defaulting Lenderpursuant to Section 2.21, or if any Lender defaults in its obligation to fund Loans hereunder, 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 Section 9.0410.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another 60 55 Lender, if a Lender accepts such assignment); provided that (i) the Borrower Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive 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 Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17 or additional interest required pursuant to Section 2.21, such assignment will result in a material reduction in such compensation compensation, payments or payments. Nothing in this Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lenderadditional interest.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: Credit Agreement (Kellogg Co)
Mitigation Obligations; Replacement of Lenders. (a) If (i) any Lender requests compensation under Section 2.132.15, (ii) any Lender cannot fund or maintain a Loan pursuant to Section 2.20, or if (iii) 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 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i1) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.15Section 2.17, as applicablethe case may be, in the future, (2) would allow such Lender to fund Loans in the future and (ii3) 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 (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if (iii) any Lender is a Defaulting Lender or a Notifying Lender, (iv) any Lender fails to execute and deliver any amendment, consent or waiver to any Loan Document requested by the Borrower by the date specified by the Borrower (or gives the Borrower or the Administrative Agent written notice prior to such date of its intention not to do so), (v) any Lender delivers a notice to the Borrower and/or the Administrative Agent pursuant to Section 2.20, or (vi) any Lender shall fail to agree to extend the Maturity Date pursuant to Section 2.21, 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 of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 (i1) to the extent required under Section 9.04, the Borrower shall have received the prior written consent of the Administrative Agent, each Issuing Bank and the Swingline Lender, which consent (or consents) shall not unreasonably be unreasonably withheld, conditioned or delayed, (ii2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline 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 Borrower, as applicable, (3) in the case of all other amounts) any such assignment resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and any contemporaneous assignments and consents, the applicable amendment, modification, waiver or consent can be effected and (iii4) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. Nothing in Each party hereto agrees that an assignment and delegation required pursuant to this Section 2.17 paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment and delegation need not be a party thereto (it being understood and agreed that such Lender shall not be deemed to prejudice any rights that make the Borrower may have against any representations and warranties in such Assignment and Assumption if such Lender that is a Defaulting Lenderhas not executed such Assignment and Assumption).
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: Senior Unsecured Multi Year Revolving Credit Agreement (HF Sinclair Corp)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13, 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 2.15, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as applicablethe 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 Company 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 2.13 or 2.142.13, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.172.15, or if any Lender defaults in its obligation to fund Loans hereunder, or if in connection with any proposed amendment, modification, waiver or consent, the consent of the Required Lenders has been obtained but the consent of a Lender the consent of which is a Defaulting Lenderrequired shall not have been obtained, 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 Section 9.048.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 Company shall have received the prior written consent of the Administrative AgentAgent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be unreasonably withheldwithheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, 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 Company (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Borrower may have against any Lender that is a Defaulting Lendercircumstances entitling the Company to require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: Credit Agreement (Polyone Corp)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13, or if the Borrower Company is required to pay any Indemnified Taxes or additional amount amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall (at the request of the BorrowerCompany) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, Affiliates if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as applicablethe 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentassignment and delegation.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.13, or if (ii) the Borrower Company is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and2.15, in each case, such (iii) any Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is become a Defaulting Lender, (iv) any Revolving Lender has become a Declining Lender or (v) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination that under Section 9.02 requires the consent of all the Lenders (or all the affected Lenders or all the Lenders of the affected Class) and with respect to which the Required Lenders (or, in circumstances where Section 9.02 does not require the consent of the Required Lenders, a Majority in Interest of the Lenders of the affected Class) shall have granted their consent, 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.13 or 2.15) and obligations under this Agreement and the other Loan Documents (or, in the case of any such assignment and delegation resulting from a failure to provide a consent, all its interests, rights and obligations under this Agreement and the other Loan Documents as a Lender of a particular Class) to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); provided that that
(iA) the Borrower Company shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, Loans and accrued fees and all other amounts payable to it hereunder, hereunder from the assignee (to in the extent case of such outstanding principal and accrued interest and fees) or the Borrower Company (in the case of all other amounts) and ), (iiiC) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.13, Section 2.14 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments, (D) such assignment does not conflict with applicable law, (E) in the case of any such assignment and delegation by a Declining Lender, the assignee shall have agreed to the requested extension of the Revolving Maturity Date and (F) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected. Nothing in A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation have ceased to apply. Each party hereto agrees that an assignment and delegation required pursuant to this Section 2.17 shall paragraph may be deemed effected pursuant to prejudice any rights an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and that the Borrower may have against any Lender that is required to make such assignment and delegation need not be a Defaulting Lenderparty thereto.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: Credit Agreement (Kla Tencor Corp)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender or Issuing Bank requests compensation under Section 2.132.14 or 2.20, or if the any Borrower is required to pay any additional amount to any Lender Lender, any Issuing Bank or any Governmental Authority for the account of any Lender or any Issuing Bank pursuant to Section 2.152.16, then such Lender shall (at the request of the Borrower) Company such Lender or Issuing Bank 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 Affiliatesaffiliates, if, in the judgment of such LenderLender or such Issuing Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.14, 2.16 or 2.152.20, as applicablethe 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 Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If (i) any Lender requests compensation under Section 2.13 2.14 or 2.142.20, or if the (ii) 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 2.15 and2.16, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, or if any Lender is a Defaulting Lender or a Downgraded Lender or (iv) any Lender is a Nonconsenting 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement the 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 Company shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans and participations in LC Disbursements, 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 Company (in the case of all other amounts) and ), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 or 2.20 or payments required to be made pursuant to Section 2.152.16, such assignment will result in a reduction in such compensation or payments. Nothing payments and (iv) in this Section 2.17 shall be deemed to prejudice the case of any rights that the Borrower may have against any Lender that is a Defaulting Lender.
(c) If any Lender (such Nonconsenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Lender was a “Non-Consenting Nonconsenting Lender”). 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 Company to require such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Agreement (Valspar Corp)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower any Loan Party is required to pay any Indemnified Taxes or additional amount amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the BorrowerCompany) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, Affiliates if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe 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 Company hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignmentassignment and delegation.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such 2.17 or (iii) any Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is become 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.15 or 2.152.17) and obligations under this Agreement and the other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); provided that (iA) the Borrower Company shall have received the prior written consent of the Administrative AgentAgent (and, if a Revolving Commitment is being assigned, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be unreasonably withheld, (iiB) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and, if applicable, participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including, if applicable, the prepayment fee pursuant to Section 2.11(g) (with such assignment being deemed to be an optional prepayment for purposes of determining the applicability of such Section 2.11(g))) (if applicable, in each case only to the extent such amounts relate to its interest as a Lender of a particular Class) from the assignee (to in the extent case of such outstanding principal and accrued interest and feesfees (other than any fee payable pursuant to Section 2.11(g))) or the Borrower Company (in the case of all other amounts) and amounts (iiiincluding any fee payable pursuant to Section 2.11(g))), (C) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or paymentspayments and (D) such assignment does not conflict with applicable law. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the Borrower may circumstances entitling the Company to require such assignment and delegation have against any Lender that is a Defaulting Lenderceased to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15, or if the Borrower any Loan Party is required to pay any Indemnified Taxes or additional amount amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 2.152.17, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates, Affiliates if, in the judgment of such Lender, such designation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicablethe 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 assignmentassignment and delegation.
(b) If (i) any Lender requests compensation under Section 2.13 or 2.142.15, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such 2.17 or (iii) any Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is become 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 2.15 or 2.152.17) and obligations under this Agreement and the other Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignmentassignment and delegation); provided that (iA) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheld, (iiB) 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, hereunder from the assignee (to in the extent case of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and , (iiiC) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or paymentspayments and (D) such assignment does not conflict with applicable law. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances entitling the Borrower may to require such assignment and delegation have against any Lender that is a Defaulting Lenderceased to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: 364 Day Bridge Credit Agreement (Aspen Technology Inc /De/)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.12, or if the Borrower is required to pay any Indemnified Taxes or additional amount amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.14, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Term 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 2.13 2.12 or 2.152.14, as applicablethe 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 2.13 or 2.14, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 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 Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 Sections 2.12 or 2.152.14) and obligations under this Agreement the 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 received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheld, (ii) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.04(b)(ii)(C), (iii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunderhereunder (including, for the avoidance of doubt, any Prepayment Premium) and under the other Loan Documents, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iv) such assignment does not conflict with applicable law, and (iiiv) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 or payments required to be made pursuant to Section 2.15, such assignment will result in Lender becoming a reduction in such compensation or payments. Nothing in this Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender.
(c) If any Lender (such Lender, a “Non-Consenting Lender”), the applicable assignee shall have consented to the applicable amendment, waiver or consent. 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. Notwithstanding anything in this Section 2.16 to the contrary, the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 8.05.
Appears in 1 contract
Samples: Credit Agreement (BKV Corp)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.14, or if the Borrower is required to pay Indemnified Taxes or any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.152.16, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.14 or 2.152.16, as applicablethe 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 (i) any Lender requests compensation under Section 2.13 or 2.14, or if (ii) the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and2.16, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (aiii) of this Section 2.17, or if any Lender is becomes a Defaulting LenderLender or (iv) in connection with any proposed amendment, modification, waiver or termination requiring the consent of all the Lenders or all affected Lenders, the consent of the Required Lenders is obtained but the consent of any Lender whose consent is required is not obtained, 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 9.049.04 or pursuant to procedures agreed upon by the Administrative Agent and the Borrower), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 be unreasonably 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 2.13, Section 2.14 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)2.14,
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If In the event (i) any Lender requests delivers a certificate requesting compensation under pursuant to Section 2.13, or if (ii) any Lender delivers a notice described in Section 2.14, (iii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the on account of any Lender pursuant to Section 2.15, then 2.19 or (iv) any Lender refuses to consent to any amendment (any such Lender shall (at whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), waiver or other modification of any Loan Document requested by the request Borrower that requires the consent of a greater percentage of the Borrower) use reasonable efforts Lenders than the Required Lenders and such amendment, waiver or other modification is consented 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 officesby the Required Lenders, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as applicable, 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 2.13 or 2.14, 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 2.15 andthen, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and efforteffort (including with respect to the processing and recordation fee referred to in Section 9.04(c)(iii)), upon notice to such Lender and the Administrative Agent, require such Lender to assign transfer and delegateassign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement (or, in the case of clause (iv) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) to an assignee (other than an Ineligible Institution) that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided that (ix) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be unreasonably withheldwithheld or delayed, and (iiz) the Borrower or such Lender assignee shall have received payment of paid to the affected Lender in immediately available funds an amount equal to the outstanding sum of the principal of its Loans, and interest accrued interest thereon, accrued to the date of such payment on the outstanding Loans of such Lender plus all fees and all other amounts payable to it hereunder, from accrued for the assignee (to the extent account of such outstanding principal Lender hereunder with respect thereto (including any amounts under 2.13, 2.14 and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) 2.19 and, in the case of any such assignment resulting from occurring prior to the second anniversary of the Closing Date, the prepayment fee pursuant to Section 2.12(g) (with such assignment being deemed to be a voluntary prepayment for purposes of determining the applicability of Section 2.12(g), such amount to be payable by the Borrower)); provided, further, that if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13, notice under Section 2.14 or payments required to be made the amounts paid pursuant to Section 2.152.19, as the case may be, cease to cause such assignment will Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.14, or cease to result in amounts being payable under Section 2.19, as the case may be (including as a reduction result of any action taken by such Lender pursuant to Section 2.20(b)), or if such Lender shall waive its right to claim further compensation under Section 2.13 in respect of such compensation circumstances or paymentsevent or shall withdraw its notice under Section 2.14 or shall waive its right to further payments under Section 2.19 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder. Nothing Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.17 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender2.20(a).
(cb) If (i) any Lender shall request compensation under Section 2.13, (ii) any Lender delivers a notice described in Section 2.14 or (iii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.19, then such LenderLender shall use reasonable efforts (which shall not require such Lender to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, a “Non-Consenting Lender”)branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would reduce amounts payable pursuant to Section 2.19, as the case may be, in the future. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such filing or assignment, delegation and transfer.
Appears in 1 contract
Samples: Credit Agreement (Office Depot Inc)
Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.132.15 or such Lender determines it can no longer make or maintain LIBO Rate Loans pursuant to Section 2.20, 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 2.152.17, then such Lender shall (at the request of the 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 Affiliatesaffiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 2.15 or 2.152.17, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such LenderLender in any material respect. The Borrower Borrowers hereby agrees agree 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 2.13 2.15 or 2.14such Lender determines it can no longer make or maintain LIBO Rate Loans pursuant to Section 2.20, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, 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 replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 provided, that, (i) the Borrower Borrowers shall have received the prior written consent of the Administrative AgentAgent and each Issuing Bank, which consent in each case shall not unreasonably be unreasonably withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its LoansRevolving Loans and participations in LC Disbursements, Swingline Loans and Protective Advances, 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 Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.15 or payments required to be made pursuant to Section 2.152.17, such assignment will result in a reduction in such compensation or payments. A Lender (other than a Defaulting 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 Borrowers to require such assignment and delegation cease to apply. Nothing in this Section 2.17 2.19 shall be deemed to prejudice any rights that the Borrower Borrowers may have against any Lender that is a Defaulting Lender.
. Each Lender agrees that if it is replaced pursuant to Section 2.19, it shall execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any Note (cif the assigning Lender’s Loans are evidenced by Notes) If subject to such Assignment and Assumption; provided, that, the failure of any Lender replaced pursuant to this Section 2.19 to execute an Assignment and Assumption shall not render such sale and purchase (such Lender, a “Non-Consenting Lender”)and the corresponding assignment) invalid.
Appears in 1 contract
Mitigation Obligations; Replacement of Lenders. (a) If at any time (i) any Lender requests compensation under Section 2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority reimbursement for the account of any Lender amounts owing pursuant to Section 2.152.16 or Section 2.18 as a result of any condition described in such Sections or any Lender ceases to make Adjusted Eurodollar Rate Loans as a result of any condition described in Section 2.16 or Section 2.24, then such Lender shall (at the request of the 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 2.13 or 2.15, as applicable, 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 becomes a Defaulting Lender or assignment.
(biii) If any Lender requests compensation under Section 2.13 or 2.14, 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 2.15 and, in each case, such Lender has declined or is unable to designate becomes a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is a Defaulting Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon on three Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender and the Administrative Agent, require by requiring such Lender to (and such Lender shall be obligated to) assign and delegate, without recourse pursuant to Section 9.04(b) (with no assignment fee to be paid by the Borrower or Lender in accordance with and subject to the restrictions contained in Section 9.04), such instance) all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) and obligations under this Agreement (or, with respect to an assignee clause (iii) above, all of its rights and obligations with respect to the Class of Loans or Commitments that shall assume such obligations (which assignee may be another Lenderis the subject of the related consent, if a Lender accepts such assignment)waiver or amendment) to one or more Eligible Assignees; provided that (i) the Borrower shall have received the prior written consent of neither the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Agent nor any Lender shall have received payment of an amount equal any obligation to the outstanding principal of its Loans, accrued interest thereon, accrued fees Borrower to find a replacement Lender or other such Person; and all other amounts payable to it hereunder, from the assignee provided further that (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii1) in the case of any such assignment resulting from a claim for compensation under Section 2.13, Section 2.14 2.16 or payments required to be made pursuant to Section 2.152.18, such assignment will result in a reduction in such compensation or payments. Nothing payments and (2) in this the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents.
(b) Any Lender being replaced pursuant to Section 2.17 2.20(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swingline Loans, as applicable, and (ii) deliver Notes, if any, evidencing such Loans to the Borrower or Administrative Agent; provided, that if any Lender shall fail to execute and deliver such Assignment and Assumption within five Business Days of any request therefor, it shall be deemed executed and delivered on behalf of such Lender. Pursuant to prejudice any rights that such Assignment and Assumption, (1) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swingline Loans, as applicable, (2) all obligations of the Borrower may have against any owing to the assigning Lender that is relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Assumption and (3) upon such payment and, if so requested by the assignee Lender, the assignor Lender shall deliver to the assignee Lender the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Defaulting Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.
(c) If Notwithstanding anything to the contrary contained above, any Lender that acts as an Issuing Bank may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Bank (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such LenderIssuing Bank, or the depositing of Cash Collateral into a Cash Collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 8.06.
(d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.02 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders, in the case of a consent, waiver or amendment requiring the consent of all the Lenders with respect to a certain Class of the Loans, or all affected Lenders other than the Non-Consenting Lender or Non-Consenting Lenders, in the case of a consent, waiver or amendment requiring the consent of all affected Lenders, have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”).
Appears in 1 contract
Samples: Credit Agreement (Lmi Aerospace Inc)
Mitigation Obligations; Replacement of Lenders. (a) Any Lender claiming reimbursement or compensation from the Borrower under either of Sections 2.13 and 2.15 for any losses, costs or other liabilities shall use reasonable efforts (including, without limitation, reasonable efforts to designate a different lending office of such Lender for funding or booking its Loans or to assign its rights and obligations hereunder to another of its offices, branches or affiliates) to mitigate the amount of such losses, costs and other liabilities, if such efforts can be made and such mitigation can be accomplished without such Lender suffering (i) any economic disadvantage for which such Lender does not receive full indemnity from the Borrower under this Agreement or (ii) otherwise be disadvantageous to such Lender.
(b) In determining the amount of any claim for reimbursement or compensation under Sections 2.13 and 2.15, each Lender will use reasonable methods of calculation consistent with such methods customarily employed by such Lender in similar situations.
(c) Each Lender will notify the Borrower either directly or through the Administrative Agent of any event giving rise to a claim under Section 2.13 or Section 2.15 promptly after the occurrence thereof which notice shall be accompanied by a certificate of such Lender setting forth in reasonable detail the circumstances of such claim.
(d) If any Lender requests compensation under Section 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 2.15, then such Lender shall (at the request of the 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 2.13 or 2.15, as applicable, 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 2.13 or 2.14, 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 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section 2.17, or if any Lender is a Defaulting Lenderdefaults 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 9.0411.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.13, 2.14 or 2.15) 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 unreasonably 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 2.13, Section 2.14 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 A Lender shall not be deemed required to prejudice make any rights that such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower may have against any Lender that is a Defaulting Lenderto require such assignment and delegation cease to apply.
(c) If any Lender (such Lender, a “Non-Consenting Lender”)
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Nisource Inc/De)
