Removal of Lenders. If any Lender (an "Affected Lender") (i) makes a demand upon any Borrower for (or if any Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or (ii) becomes a Defaulting Lender, the Borrowers may, at their sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing any Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Defaulting Lender, as the case may be, give notice (a "Replacement Notice") in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments, Notes and/or Synthetic Deposit to another financial institution or other Person (a "Non-Affected Replacement Lender") designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrowers if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew its request for compensation under Section 4.3, 4.5 or 4.
Appears in 2 contracts
Samples: Credit Agreement (Swift Transportation Co Inc), Credit Agreement (Swift Transportation Co Inc)
Removal of Lenders. If any Lender (an "“Affected Lender"”) (i) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of a greater percentage of the Lenders than the Required Lenders and such election, consent, amendment, waiver or other modification is otherwise consented to by Lenders holding more than 50% of the Total Exposure Amount of all Lenders whose consent would be required, (ii) makes a demand upon any the Borrower for (or if any the Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6, or (iiiii) becomes a Defaulting Lender, the Borrowers Borrower may, at their its sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing any Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Defaulting Lender, as the case may be, give notice (a "“Replacement Notice"”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments, Commitments and/or Notes and/or Synthetic Deposit to another financial institution or other Person (a "“Non-Affected Replacement Lender"”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrowers Borrower if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 or 4.6 and withdrew withdrawn its request for compensation under Section 4.3, 4.5 or 4.
Appears in 1 contract
Removal of Lenders. If any Lender (an "“Affected Lender"”) (i) fails to consent to an election, consent, amendment, waiver or other modification to this Agreement or other Loan Document (a “Non-Consenting Lender”) that requires the consent of the Required Lenders, Required Class Lenders or Required Revolving Loan Lenders, as applicable, and such election, consent, amendment, waiver or other modification is otherwise consented to by the Required Lenders, Required Class Lenders or Required Revolving Loan Lenders, as applicable, (ii) makes a demand upon any Borrower for (or if any Borrower is otherwise required to pay) amounts pursuant to Section 4.3, 4.5 4.3 or 4.6, or (iiiii) becomes a Defaulting Lender, the Borrowers may, at their sole cost and expense, within 90 days of receipt by the Borrower of such demand or notice (or the occurrence of such other event causing any Borrower to be required to pay such compensation) or within 90 days of such Lender becoming a Defaulting Lender, as the case may be, give notice (a "“Replacement Notice"”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such Affected Lender to sell all or any portion of its Loans, Commitments, Commitments and/or Notes and/or Synthetic Deposit to another financial institution or other Person (a "“Non-Affected Replacement Lender"”) designated in such Replacement Notice; provided that no Replacement Notice may be given by the Borrowers if (A) such replacement conflicts with any applicable law or regulation or (B) prior to any such replacement, such Lender shall have taken any necessary action under Section 4.5 4.3 or 4.6 (if applicable) so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.5 4.3 or 4.6 and withdrew withdrawn its request for compensation under Section 4.3, 4.5 4.3 or 4.
Appears in 1 contract