Common use of Removal and Replacement of Lenders Clause in Contracts

Removal and Replacement of Lenders. (a) Under any circumstances set forth herein providing that the Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Borrower may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the Borrower. The Borrower shall (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of removal or replacement (including any amounts payable pursuant to Section 3.05), and (y) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Assumption Agreement with respect to such Lender's Commitment and outstanding Loans. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and/or Pro Rata Shares resulting from any such removal or replacement. (b) In order to make all the Lenders' interests in any outstanding Loans ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the effective date thereof, all outstanding Loans of all Lenders, together with any amounts due under Section 3.

Removal and Replacement of Lenders. (a) Under any circumstances set forth herein providing that the Borrower Avnet shall have the right to remove or replace a Lender as a party to this Agreement, the Borrower Avnet may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b9.07(b) to one or more other Lenders or Eligible Assignees procured by Avnet; provided, however, that if Avnet elects to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to remove or replace, as the Borrowercase may be, all Lenders that have made similar requests for compensation pursuant to Section 3.01 or 3.04. The Borrower Avnet shall (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of removal or replacement (including any amounts payable pursuant to Section 3.05), and (y) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Assumption Agreement with respect to such Lender's Commitment and outstanding LoansCredit Extensions. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and/or Pro Rata Shares resulting from any such removal or replacement. (b) In order to make all the Lenders' interests in any outstanding Loans Credit Extensions ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower Borrowers shall pay or prepay, if necessary, on the effective date thereof, all outstanding Loans of all Lenders, together with any amounts due under Section 33.05. The Borrowers may then request Loans from the Lenders in accordance with their revised Pro Rata Shares. The Borrowers may net any payments required hereunder against any funds being provided by any Lender or Eligible Assignee replacing a terminating Lender. The effect for purposes of this Agreement shall be the same as if separate transfers of funds had been made with respect thereto. (c) This section shall supersede any provision in Section 9.01 to the contrary.

Removal and Replacement of Lenders. (a) Under any circumstances set forth herein in this Agreement providing that the Borrower shall have the right to remove or and/or replace a Lender as a party to this Agreement, the Borrower may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's ’s Commitment or and/or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by acceptable to the BorrowerBorrower and the Administrative Agent. The Borrower Any removed or replaced Lender shall be entitled to (x) pay payment in full of all principal, interest, interest and fees and other amounts owing to such Lender through the date of removal termination or replacement (including assignment and reimbursement of any amounts payable pursuant to loss or expense incurred as set forth in Section 3.05), 3.4 and (y) a release of such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an a Notice of Assignment and Assumption Agreement with respect to such Acceptance covering that Lender's Commitment and outstanding Loans’s Commitment. The Administrative Agent shall distribute an amended Schedule 2.012.1, which shall thereafter be deemed incorporated into this Agreement, to reflect changes in the identities of the adjustments to Lenders and adjustments of their respective Commitments and/or Pro Rata Shares resulting from any such removal or replacementCommitments. (b) In order to make all the Lenders' Lender’s interests in any outstanding Loans ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the effective date thereof, all outstanding Loans of all Lenders, together with any amounts due under Section 3.

Removal and Replacement of Lenders. (a) Under any circumstances set forth herein in this Agreement providing that the Borrower shall have the right to remove or and replace a Lender as a party to this Agreement, the Borrower may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by acceptable to Borrower and Administrative Agent; provided, however, that during the Borrowerexistence of any Event of Default, Borrower may not remove or replace a Lender pursuant to this Section 10.23. The Borrower Any removed or replaced Lender shall be entitled to (x) pay payment in full of all principal, interest, fees and other amounts owing to such Lender or such Lender’s affiliated Indemnitees under any Loan Document through the date of removal termination or replacement assignment (including any amounts payable pursuant to Section 3.05), 3.5 and any applicable prepayment compensation under Section 2.3) and (y) a release of such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Assumption Agreement with respect to covering such Lender's Commitment ’s Commitment, and outstanding Loansshall otherwise comply with Section 10.4 (and Borrower shall be responsible for payment of any processing and recordation fee payable under Section 10.4(b)(iv)). The Administrative Agent shall distribute an amended Schedule 2.012.1, which shall thereafter be deemed incorporated into this Agreement, to reflect changes in the identities of the adjustments to Lenders and adjustments of their respective Commitments and/or Pro Rata Shares resulting from any such removal or replacementCommitments. (b) In order to make all the Lenders' interests in any outstanding Loans ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the effective date thereof, all outstanding Loans of all Lenders, together with any amounts due under Section 3.

Removal and Replacement of Lenders. (a) Under any circumstances set forth herein in this Agreement providing that the Borrower shall have the right to remove or and replace a Lender as a party to this Agreement, the Borrower may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment or ’s Commitment, and (ii) replace such Lender by if being replaced, causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by acceptable to Borrower, Administrative Agent and Issuing Lender; provided, however, that during the Borrowerexistence of any Event of Default, Borrower may not remove or replace a Lender pursuant to this Section 10.23. The Borrower Any removed or replaced Lender shall be entitled to (x) pay payment in full of all principal, interest, fees and other amounts owing to such Lender or such Lender’s affiliated Indemnitees under any Loan Document through the date of removal termination or replacement assignment (including any amounts payable pursuant to Section 3.053.05 and applicable prepayment compensation under Section 2.04(a)), and (y) appropriate assurances and indemnities (which may include letters of credit) as such Lender may reasonably require with respect to its participation interest in any Letters of Credit and (z) a release of such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Assumption Acceptance covering such Quantum Corporation Credit Agreement Lender’s Commitment, and shall otherwise comply with respect to such Lender's Commitment and outstanding LoansSection 10.04. The Administrative Agent shall distribute an amended Schedule 2.01, which shall thereafter be deemed incorporated into this Agreement, to reflect changes in the identities of the adjustments to Lenders and adjustments of their respective Commitments and/or Pro Rata Shares resulting from any such removal or replacementCommitments. (b) In order to make all the Lenders' Lender’s interests in any outstanding Loans Extensions of Credit ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the effective date thereof, all outstanding Loans Extensions of Credit of all Lenders, together with any amounts due under Section 33.05. Borrower may then request Extensions of Credit from Lenders in accordance with their revised Pro Rata Shares.

Removal and Replacement of Lenders. (a) Under any circumstances set forth herein providing that the Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Borrower may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by terminating such Lender's ’s Commitment or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) 10.11.1 to one or more other Lenders Lenders, commercial banks, other financial institutions or Eligible Assignees Approved Funds procured by the Borrower. The Borrower shall (x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of removal or replacement (including any amounts payable pursuant to Section 3.054.4), and (y) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an a Lender Assignment and Assumption Agreement with respect to such Lender's ’s Commitment and outstanding Loans. The Administrative Agent shall distribute an amended Schedule 2.01a schedule, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the Lenders and adjustments of their respective Commitments and/or Pro Rata Shares Percentage resulting from any such removal or replacement. (b) In order to make all the Lenders' ’ interests in any outstanding Loans ratable in accordance with any revised Pro Rata Shares Percentages after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the effective date thereof, all outstanding Loans of all Lenders, together with any amounts due under Section 34.4. The Borrower may then request Loans from the Lenders in accordance with their revised Percentages. The Borrower may net any payments required hereunder against any funds being provided by any Lender commercial bank, other financial institution or Approved Fund replacing a terminating Lender. The effect for purposes of this Agreement shall be the same as if separate transfers of funds had been made with respect thereto. (c) This section shall supersede any provision in Section 10.1 to the contrary.

Removal and Replacement of Lenders. (a) Under any circumstances set forth herein in this Agreement providing that the Borrower shall have the right to remove or and replace a Lender as a party to this Agreement, the Borrower may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by acceptable to Borrower, Administrative Agent and Issuing Lender; provided, however, that during the Borrowerexistence of any Event of Default, Borrower may not remove or replace a Lender pursuant to this Section 10.23. The Borrower Any removed or replaced Lender shall be entitled to (x) pay payment in full of all principal, interest, fees and other amounts owing to such Lender or such Lender’s affiliated Indemnitees under any Loan Document through the date of removal termination or replacement assignment (including any amounts payable pursuant to Section 3.053.5 and any applicable prepayment compensation under Section 2.4), and (y) appropriate assurances and indemnities (which may include letters of credit) as such Lender may reasonably require with respect to its participation interest in any Letters of Credit and (z) a release of such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Assumption Agreement with respect to covering such Lender's Commitment ’s Commitment, and outstanding Loansshall otherwise comply with Section 10.4 (and Borrower shall be responsible for payment of any processing and recordation fee payable under Section 10.4(b)(iv)). The Administrative Agent shall distribute an amended Schedule 2.012.1, which shall thereafter be deemed incorporated into this Agreement, to reflect changes in the identities of the adjustments to Lenders and adjustments of their respective Commitments and/or Pro Rata Shares resulting from any such removal or replacementCommitments. (b) In order to make all the Lenders' interests in any outstanding Loans ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the effective date thereof, all outstanding Loans of all Lenders, together with any amounts due under Section 3.

Removal and Replacement of Lenders. (a) Under any circumstances set forth herein in this Agreement providing that the Borrower shall have the right to remove or replace a Lender as a party to this Agreement, the Borrower may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment or (and thereby reducing the aggregate Commitments) and/or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the BorrowerBorrower pursuant to Section 10.04(b). The Borrower shall (x) pay in full all principal, interest, interest and fees and other amounts owing to such Lender through the date of removal termination or replacement assignment (including any amounts payable pursuant to Section 3.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to such Lender as it may reasonably require with respect to its participation interest in any Letters of Credit or any Swing Line Loans then outstanding and (yz) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Assumption Agreement with respect to Acceptance covering such Lender's Commitment and outstanding LoansCommitment. The Administrative Agent shall distribute an amended Schedule 2.01, which shall thereafter be deemed incorporated into this Agreement, to reflect changes adjustments to Lenders and their Commitments. Borrower may net any payments required hereunder against any funds being provided in the identities same currency by any Lender or Eligible Assignee replacing a terminating Lender. The effect for purposes of this Agreement shall be the Lenders and adjustments same as if separate transfers of their respective Commitments and/or Pro Rata Shares resulting from any such removal or replacementfunds had been made with respect thereto. (b) In order to make all the Lenders' Lender's interests in any outstanding Loans Extensions of Credit ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the effective date thereof, all outstanding Loans Extensions of Credit of all Lenders, together with any amounts due under Section 33.05. Borrower may then request Extensions of Credit from Lenders in accordance with their revised Pro Rata Shares. (c) This section shall supercede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) Under any circumstances set forth herein in this Agreement providing that the Borrower Company shall have the right to remove or replace a Lender as a party to this Agreement, the Borrower Company may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's Commitment or (and thereby reducing the aggregate Commitments) and/or (ii) replace such Lender by causing such Lender to assign its Commitment (without payment of any assignment fee) pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the BorrowerCompany pursuant to Section 10.04(b). The Borrower Company shall (x) pay in full all principal, interest, interest and fees and other amounts owing to such Lender through the date of removal termination or replacement assignment (including any amounts payable pursuant to Section 3.05), (y) provide appropriate assurances and indemnities (which may include letters of credit) to such Lender as it may reasonably require with respect to its participation interest in any Letters of Credit, Fronted Offshore Currency Loans or any Swing Line Loans then outstanding and (yz) release such Lender from its obligations under the Loan Documents. Any Lender being replaced shall execute and deliver an Assignment and Assumption Agreement with respect to Acceptance covering such Lender's Commitment and outstanding LoansCommitment. The Administrative Agent shall distribute an amended Schedule 2.01, which shall thereafter be deemed incorporated into this Agreement, to reflect changes adjustments to Lenders and their Commitments. Company may net any payments required hereunder against any funds being provided in the identities same currency by any Lender or Eligible Assignee replacing a terminating Lender. The effect for purposes of this Agreement shall be the Lenders and adjustments same as if separate transfers of their respective Commitments and/or Pro Rata Shares resulting from any such removal or replacementfunds had been made with respect thereto. (b) In order to make all the Lenders' Lender's interests in any outstanding Loans Extensions of Credit ratable in accordance with any revised Pro Rata Shares after giving effect to the removal or replacement of a Lender, the Borrower Company shall pay or prepay, if necessary, on the effective date thereof, all outstanding Loans Extensions of Credit of all Lenders, together with any amounts due under Section 33.05. Company may then request Extensions of Credit from Lenders in accordance with their revised Pro Rata Shares. (c) This section shall supercede any provisions in Section 10.01 to the contrary.

Removal and Replacement of Lenders. (a) Under any circumstances set forth herein in this Agreement providing that the Borrower shall have the right to remove or replace a Lender (other than with respect to any outstanding Competitive Loan held by it) as a party to this Agreement, the Borrower may, upon notice to such Lender and the Administrative Agent, (i) remove such Lender by (i) non ratably terminating such Lender's ’s Revolving Commitment or and/or (ii) replace such Lender by causing such Lender to assign its Revolving Commitment (without payment of any assignment fee) pursuant to Section 10.07(b10.04(b) to one or more other Lenders or Eligible Assignees eligible assignees procured by the Borrower. The Each Co-Borrower shall shall, in the case of a termination of such Lender’s Revolving Commitment pursuant to clause (i) preceding, (x) pay in full all principal, interest, fees and other amounts owing to such Lender (other than with respect to any outstanding Competitive Loan held by it) through the date of removal or replacement termination (including any amounts payable pursuant to Section 3.053), (y) provide appropriate assurances and indemnities (which may include letters of credit) to such Lender and Issuing Lender as each may reasonably require with respect to any continuing risk participation interest in any Letters of Credit then outstanding and (yz) release such Lender from its obligations under the Loan DocumentsDocuments from and after the date of termination. Each Co-Borrower shall, in the case of an assignment pursuant to clause (ii) preceding, cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). Any such Lender whose Revolving Commitment is being replaced assigned shall execute and deliver an Assignment and Assumption Agreement with respect to Acceptance covering such Lender's Commitment and outstanding Loans’s Revolving Commitment. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect changes in the identities of the adjustments to Lenders and adjustments of their respective Commitments and/or Pro Rata Shares resulting from any such removal or replacementRevolving Commitments. (b) In order to make all the Lenders' interests This section shall supersede any provisions in any outstanding Loans ratable in accordance with any revised Pro Rata Shares after giving effect Section 10.01 to the removal or replacement of a Lender, the Borrower shall pay or prepay, if necessary, on the effective date thereof, all outstanding Loans of all Lenders, together with any amounts due under Section 3contrary.