Replacement Lenders. (a) Holdings may, at any time at its sole expense and effort, require any Lender (i) that has requested compensation from any Borrower under Section 2.15(a) or Section 2.15(b) or payments from any Borrower under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender, (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i), in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv); (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts); (iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur); (iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and (v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply. (b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
Appears in 1 contract
Samples: Credit Agreement (Allied World Assurance Co Holdings LTD)
Replacement Lenders. (a) Holdings may, at any time at its sole expense and effort, require any If a Lender (i) that has requested compensation from any Borrower under Section 2.15(a) notified Unit and the Administrative Agent of the circumstances described in Sections 3.1, 3.2 or Section 2.15(b) or payments from any Borrower under Section 2.163.4, (ii) the obligation of which has required Borrowers to make payments for Indemnified Taxes or maintain LIBOR Loans has been suspended Other Taxes under Section 2.15(f)3.3, (iii) that is becomes a Defaulting Lender, (iv) which had NAIC approval on the date it became is a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or Non-Extending Lender under Section 3.8, (v) has failed to approve a proposed amendment, waiver, or consent which, pursuant to the terms of Section 11.2 requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders have granted their approval or consent, or (vi) objects to an increase in the Borrowing Base proposed by the Administrative Agent under the provisions of Section 2.6.2, then Unit may, at its sole cost, expense and effort, within ninety (90) days of Unit’s learning of any of the items in (i) - (vi) provided that is unable to Issue no Event of Default then exists, terminate, in whole but not in part, the Elected Commitment of that Lender (other than the Administrative Agent) (a Letter of Credit under Section 3.3(i“Terminated Lender“), in any case upon on ten (10) days’ prior written notice to such the Terminated Lender and the Administrative Agent (a “Notice of Termination“) of Unit's decision under this Section 3.7. If, at any time during the ninety day period and before Unit issues a Notice of Termination, the Terminated Lender notifies Unit in writing that the circumstances giving rise to the notice, event or circumstance no longer apply or the Terminated Lender otherwise withdraws its request for additional compensation or approves the proposed amendment, waiver, consent or Borrowing Base increase tendered by the Administrative Agent, as the case may be, then Unit will no longer be permitted to assign terminate the Elected Commitment of that Lender by reason of the particular circumstances that no longer apply, the request that was withdrawn or the amendment, waiver, consent or Borrowing Base increase that was approved, as the case may be. To effect the termination of the Elected Commitment of the Terminated Lender, Unit will: obtain either or both (i) an agreement by one or more Lenders to increase their Elected Commitment(s) or (ii) an agreement by one or more other banking or lending institutions to become parties to this Agreement in place and delegate, without recourse (instead of Terminated Lender and agree to accept an Elected Commitment in accordance with and subject Section 14.3; provided, however, that the new banking or lending institutions are reasonably acceptable to the restrictions contained inAdministrative Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Elected Commitment of the Terminated Lender being referred to herein as the “Replacement Lenders“) without recourse from the Terminated Lender, and consents required bythat the aggregate increased and/or accepted Elected Commitments of the Replacement Lenders under clauses (i) and (ii) above equal the Elected Commitment of the Terminated Lender. The Notice of Termination shall include the name of the Terminated Lender, Section 11.6the date the termination will occur (the “Lender Termination Date“), and within twenty (20) days of the Notice of Termination, Unit shall designate in writing the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Elected Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender’s Elected Commitment to be assigned to each Replacement Lender in accordance with Section 14.3. On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign, without recourse, its Elected Commitment and all of its interests, rights and obligations under this Agreement and the related Credit Loan Documents to an Eligible Assignee that shall assume such obligations the Replacement Lender or Replacement Lenders (which Eligible Assignee may be another pro rata, if there is more than one Replacement Lender, in proportion to the Pro Rata Share of the Terminated Lender’s Elected Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if a Lender accepts such assignmentany) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
, (ii) such the Terminated Lender shall have received payment endorse its Note, if any, payable without recourse, representation or warranty to the order of an amount the Replacement Lender or Replacement Lenders (Pro Rata Share as aforesaid), (iii) the Replacement Lender or Replacement Lenders shall purchase the Note, if any, or Elected Commitment held by the Terminated Lender (pro rata as aforesaid) at a price equal to the outstanding unpaid principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents amount (including any amounts under Section 2.17its participation in and Pro Rata Share of the LC Obligations) from the assignee (plus interest, facility fees, Commitment Fee and other fees accrued and unpaid to the extent of such outstanding principal Lender Termination Date, and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) the Replacement Lender or Replacement Lenders will thereon (pro rata as aforesaid) succeed to and be substituted in all respects for the case Terminated Lender with like effect as if becoming a Lender under the terms of Section 14.3, and the Terminated Lender will have the rights and benefits of an assignor under Section 14.3. To the extent not in conflict, the terms of Section 14.3 shall supplement the provisions of this Section 3.7. For each assignment made under this Section 3.7, the Replacement Lender shall pay to the Agent the processing fee provided for in Section 14.3. The Borrower will be responsible for the concurrent payment of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict breakage costs associated with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior theretotermination and Replacement Lenders, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to applyset forth in Section 3.5.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
Appears in 1 contract
Samples: Senior Credit Agreement (Unit Corp)
Replacement Lenders. (a) Holdings may, at any time at its sole expense and effort, require any Lender If (i) that any Lender has requested compensation from any notified the Borrower and the Agent of its incurring Additional Costs under Section 2.15(a) or Section 2.15(b) or payments from any Borrower under Section 2.165.01, (ii) any Lender has required the obligation of which Borrower to make or maintain LIBOR Loans has been suspended payments for Taxes under Section 2.15(f)4.06, or (iii) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Majority Lenders and such amendment, waiver or other modification is a Defaulting Lenderconsented to by the Majority Lenders, (iv) which had NAIC approval on then the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i)Borrower may, in whole but not in part, terminate the Commitment of any case such Lender (other than the Agent) (the "Terminated Lender") at any time upon five (5) Business Days' prior written notice to such the Terminated Lender and the Administrative Agent, Agent (such notice referred to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all herein as a "Notice of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignmentTermination"); provided however, that:
(i) , if prior to any such transfer and assignment the Administrative Agent shall have received the assignment fee specified circumstances or event that resulted in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts Lender's claim for Additional Costs under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) 5.01 or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation Taxes under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.164.06, as the case may be, in the futurecease to cause such Lender to incur Additional Costs, or eliminate cease to result in amounts being payable under Section 4.06, as the need for case may be, or if such Lender shall waive its right to claim Additional Costs under Section 5.01 in respect of such circumstances or event, or shall waive its right to require further payments under Section 4.06 in respect of such circumstances or event, or shall consent to the notice pursuant proposed amendment, waiver, consent or other modification, as the case may be, then such Lender shall not thereafter be required to Section 2.15(fmake any such transfer and assignment hereunder.
(b) In order to effect the termination of the Commitment of the Terminated Lender, the Borrower shall: (i) obtain an agreement with one or more Lenders to increase their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that such one or more other banking institutions are reasonably acceptable to the Agent, the Issuing Bank and the Swing Line Lender and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the "Replacement Lenders"), as applicable, such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) 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. Holdings, on behalf above equal the Commitment of the BorrowersTerminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, hereby agrees the date the termination will occur (the "Lender Termination Date"), and the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender.
(d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid), (ii) the Terminated Lender shall endorse its Note, payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders (pro rata as aforesaid), (iii) the Replacement Lender or Replacement Lenders shall purchase the Note held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 12.06(b). To the extent not in conflict, the terms of Section 12.06(b) shall supplement the provisions of this Section 5.06(d). For each assignment made under this Section 5.06, the Replacement Lender shall pay all reasonable to the Agent the processing fee provided for in Section 12.06(b). The Borrower will be responsible for the payment of any actual breakage costs associated with termination and expenses incurred by any Lender Replacement Lenders, as set forth in connection with any such designation or assignmentSection 5.05.
Appears in 1 contract
Replacement Lenders. (a) Holdings If any Lender requests compensation under Section 2.19, or if the Borrowers areBorrower is required to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.20 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.21, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the BorrowersBorrower may, at any time at its theirits sole expense and effort, require any Lender (i) that has requested compensation from any Borrower under Section 2.15(a) or Section 2.15(b) or payments from any Borrower under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender, (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i), in any case upon notice to such Lender and the Administrative AgentAgent (which shall be given within thirty days after such Lender requests such amount or becomes a Defaulting Lender or Non-Consenting Lender, as the case may be), require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.610.6), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.19 or Section 2.20) and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee assignee may be another Lender, if a Lender accepts such assignment); provided thatprovided:
(ia) the Administrative Agent shall have received the assignment fee (if any) specified in Section 11.6(b)(iv10.6(b)(iv);
(iib) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements Loans and any L/C Advancesparticipations in Letters of Credit, accrued interest thereon, accrued fees fees, premium (if any) and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.172.18(c) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower the BorrowersBorrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(ivc) in the case of any such assignment resulting from a request claim for compensation under Section 2.15(a) or Section 2.15(b) 2.19 or payments required to be made pursuant to Section 2.162.20, such assignment will result in a reduction in such compensation or payments thereafter; and;
(vd) such assignment does not conflict with applicable Requirements Law; and
(e) in the case of Law. A any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent; provided further, 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 Holdings the BorrowersBorrower to require such assignment and delegation cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.)
Replacement Lenders. (a) Holdings may, at any time at its sole expense and effort, require If any Lender (i) that has requested compensation from notified the Borrowers of its incurring additional costs under Section 2.22 or the illegality of LIBO Rate Loans under Section 2.23, (ii) has required the Borrowers to make payments for Taxes under Section 2.24, or (iii) has informed any Borrower of a Regulatory Change in accordance with Section 2.26, or if any Tranche A Lender is not in agreement with the amount of any Borrowing Base redetermination which a group of Tranche A Lenders constituting at least the Tranche A Required Lenders has 43 49 approved, or if any Tranche B Lender is not in agreement with the amount of any Tranche B Borrowing Base redetermination which a group of Tranche B Lenders constituting at least the Tranche B Required Lenders has approved, then in any such event the Borrowers may, unless such Lender has notified the Borrowers that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Commitments or the Tranche B Commitment of such Lender (other than the Agent) (the "Terminated Lender") at any time upon five Business Days' prior written notice to the Terminated Lender and the Agent (such notice referred to herein as a "Notice of Termination").
(b) In order to effect the termination of the Commitments or the Tranche B Commitment of the Terminated Lender, the Borrowers shall (i) obtain an agreement with one or more Lenders to increase their Commitments and/or become a Tranche B Lender (ii) request any one or more other banking institutions to become a "Lender" in place and instead of such Terminated Lender and agree to accept its Commitments; provided, however, that such one or more other banking institutions are reasonably acceptable to the Agent and become parties by executing an Assignment Agreement (the Lenders or other banking institutions that agree to accept in whole or in part the Commitments or the Tranche B Commitment of the Terminated Lender being referred to herein as the "Replacement Lenders"), such that the aggregate increased and/or accepted Total Facility Amounts of the Replacement Lenders under Section 2.15(aclauses (i) and (ii) above equal the Tranche A Facility Amount and the Tranche B Facility Amount (if any) of the Terminated Lender and provided further, no Person may become a Tranche B Lender hereunder unless such Person also is or Section 2.15(bbecomes a Tranche A Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "Termination Date"), the Replacement Lender or payments from any Borrower under Section 2.16Replacement Lenders to which the Terminated Lender will assign its Commitments or the Tranche B Commitment, and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitments or the Tranche B Commitment to be assigned to each Replacement Lender.
(d) On the Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment Agreement assign its Commitments or the Tranche B Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitments or the Tranche B Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders its Loans (if any) so assigned then outstanding pro rata as aforesaid), (ii) the obligation Terminated Lender shall endorse its applicable Note(s), payable without recourse, representation or warranty to the order of which to make the Replacement Lender or maintain LIBOR Loans has been suspended under Section 2.15(fReplacement Lenders (pro rata as aforesaid), (iii) that is the Replacement Lender or Replacement Lenders shall purchase the Note(s) held by the Terminated Lender (pro rata as aforesaid) at a Defaulting Lenderprice equal to the unpaid principal amount thereof plus interest and fees accrued and unpaid to the Termination Date, (iv) which had NAIC approval on the date it became a party Borrowers shall, upon request, execute and deliver, at its own expense, new Notes to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or the Replacement Lenders in accordance with their respective interests, (v) that is unable to Issue a Letter of Credit under Section 3.3(i), in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.the
Appears in 1 contract
Samples: Credit Agreement (KCS Energy Inc)
Replacement Lenders. (a) Holdings may, at any time at its sole expense and effort, require If any Lender (i) that has requested makes a demand for compensation from any Borrower under pursuant to Section 2.15(a2.11(a), (b) or Section 2.15(b) or payments from any Borrower under Section 2.16(c), (ii) notifies the obligation Agent of which to make the unlawfulness of such Lender making or maintain LIBOR maintaining Loans has been suspended under as provided in Section 2.15(f)2.12, (iii) that requests the Borrower to make payments for Taxes or Other Taxes pursuant to Section 2.16, or (iv) is a Defaulting Lender, (iv) which had NAIC approval on then in any such event the date it became a party Agent or the Borrower may, unless the circumstances giving rise to this Agreement such event no longer apply and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i)Lender has notified the Agent and the Borrower, terminate, in whole but not in part, the Commitment of such Lender (the “Terminated Lender”) at any case time upon five Business Days’ prior written notice to such the Terminated Lender and the Administrative Agent, to assign and delegate, without recourse Agent (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all case of its interests, rights and obligations under this Agreement and a termination effected by the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and feesBorrower) or any the Borrower (in the case of all other amounts);
a termination effected by the Agent) (iii) no assignment pursuant such notice referred to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, herein as a result “Notice of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to applyTermination”).
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is required In order to pay any additional amount to any Lender or any Governmental Authority for effect the account termination of any Lender pursuant to Section 2.16, or if any Lender gives the Commitment of a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Terminated Lender, such designation or assignment the Borrower shall (i) would eliminate obtain an agreement with one or reduce amounts payable pursuant more Lenders to increase their Commitments, (ii) request any one or more other Persons to become a “Lender” in place and instead of such Terminated Lender and agree to accept its Commitment subject to the terms hereof or (iii) effect a reduction under Section 2.15(a2.9(a); provided, such one or more other such Persons are Eligible Assignees and become parties by executing an Assignment and Acceptance and (the Lenders or other Persons that agree to accept in whole or in part the Commitments being referred to herein as the “Replacement Lenders”), Section 2.15(bsuch that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, and (ii) above equal the Commitments of the Terminated Lenders.
(c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the “Termination Date”), the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitment (if any), and, if there will be more than one Replacement Lender, the portion of the Terminated Lender’s Commitment to be assigned to each Replacement Lender.
(d) The Termination Date in instances where there is a Replacement Lender shall not occur until all of the following shall have been satisfied: (i) the Terminated Lender shall by execution and delivery of an Assignment and Acceptance assign its Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender’s Commitment to be assigned to each case would Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders its then outstanding Loans so assigned then outstanding (pro rata as aforesaid), (ii) the Terminated Lender shall endorse its Note, payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders (pro rata as aforesaid), (iii) the Replacement Lender or Replacement Lenders shall purchase the Note held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount thereof plus interest and fees accrued and unpaid to the Termination Date, and the Terminated Lender shall have received such price, (iv) the Borrower and each of its Subsidiaries shall, upon request, execute and deliver, at its own expense, new Notes to the Replacement Lenders in accordance with their respective interests, which new Notes will be in replacement of and not subject such in addition to the Notes assigned and endorsed to the Replacement Lenders by the Terminated Lender, (v) the Borrower shall, upon request, pay any compensation due to the Terminated Lender under Section 2.18(a) to the extent not previously paid to the Agent and received by the Terminated Lender, and (vi) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender to any unreimbursed cost the extent of such assignment from and after such date with the like effect as if becoming a Lender pursuant to the terms of Section 9.3. To the extent not in conflict, the terms of Section 9.3 shall supplement the provisions of this Section 2.18. Notwithstanding the foregoing, the Termination Date shall occur on the date that the Notice of Termination is sent in cases of a Terminated Lender that is a Defaulting Lender due to its being deemed insolvent or expense and would not otherwise be disadvantageous to such Lender. Holdings, on behalf becoming the subject of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentan insolvency proceeding.
Appears in 1 contract
Samples: Revolving Credit Agreement (Asbury Automotive Group Inc)
Replacement Lenders. (a) Holdings If any Lender has notified the Borrowers and the US Administrative Agent of its incurring additional costs under Section 5.01 or has required the Borrowers to make payments for Taxes under Section 4.06, then the Borrowers may, unless such Lender has notified the Borrowers and the US Administrative Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the US Tranche Commitment and Canadian Tranche Commitment, if any, of any Lender (other than the Administrative Agents) (the "Terminated Lender") at any time at its sole expense upon five (5) Business Days' prior written notice to the Terminated Lender and effortthe US Administrative Agent (such notice referred to herein as a "Notice of Termination").
(b) In order to effect the termination of the US Tranche Commitment and the Canadian Tranche Commitment, require if any Lender of the Terminated Lender, the Borrowers shall: (i) obtain an agreement with one or more Lenders to increase their US Tranche Commitment or US Tranche Commitments and their Canadian Tranche Commitment or Canadian Tranche Commitments, as applicable and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept such commitment or commitments; provided, however, that has requested compensation from such one or more other banking institutions are reasonably acceptable to the Administrative Agents and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the US Tranche Commitment and Canadian Tranche Commitment, if any Borrower of the Terminated Lender being referred to herein as the "Replacement Lenders"), such that the aggregate increased and/or accepted commitments of the Replacement Lenders under Section 2.15(aclauses (i) and (ii) above equal the US Tranche Commitment and the Canadian Tranche Commitment, if any, of the Terminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "Lender Termination Date"), and the Replacement Lender or Section 2.15(bReplacement Lenders to which the Terminated Lender will assign its US Tranche Commitment and Canadian Tranche Commitment, if any, and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's US Tranche Commitment and Canadian Tranche Commitment, if any, to be assigned to each Replacement Lender.
(d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its US Tranche Commitment and Canadian Tranche Commitment, if any, to the Replacement Lender or payments from any Borrower under Section 2.16Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's US Tranche Commitment and Canadian Tranche Commitment, if any, to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid), (ii) the obligation Terminated Lender shall endorse its Note(s), payable without recourse, representation or warranty to the order of which to make the Replacement Lender or maintain LIBOR Loans has been suspended under Section 2.15(fReplacement Lenders (pro rata as aforesaid), (iii) that is the Replacement Lender or Replacement Lenders shall purchase the Note(s) held by the Terminated Lender (pro rata as aforesaid) at a Defaulting Lenderprice equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) which had NAIC approval on the date it became Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a party Lender pursuant to this Agreement the terms of Section 13.06(b), and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter the Terminated Lender will have the rights and benefits of Credit an assignor under Section 3.3(i13.06(b). To the extent not in conflict, the terms of Section 13.06(b) shall supplement the provisions of this Section 5.06(d). For each assignment made under this Section 5.06, the Replacement Lender shall pay to the Applicable Administrative Agent the processing fee provided for in Section 13.06(b). The Borrowers will be responsible for the payment of any case upon notice breakage costs incurred in connection with the sale of Loans by Terminated Lenders to Replacement Lenders, as if such Lender Loans had been prepaid and the Administrative Agent, to assign and delegate, without recourse (breakage costs had accrued thereto in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply5.05.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Universal Compression Inc)
Replacement Lenders. (a) Holdings Provided that no Event of Default or Prospective Default shall have occurred and be continuing, the Borrower may, at any time at its sole expense and efforttime, require replace any Lender (i) that has requested compensation from any the Borrower under pursuant to Section 2.15(a) or Section 2.15(b) or payments from any Borrower under Section 2.165.01 (Additional Costs), (ii) the obligation of which whose Loans are required to make or maintain LIBOR Loans has been suspended under be repaid pursuant to Section 2.15(f5.04 (Illegality), (iii) that is a Defaulting Lenderhas received or would otherwise receive any additional amounts under Section 5.06 (Covered Taxes), (iv) which had NAIC approval on is deemed to be domiciled in any country that is considered a tax haven under the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or Peruvian Income Tax Act, (v) that is unable has failed, and such failure has continued for two (2) Business Days, to Issue make payment to the Administrative Agent of the proceeds of a Letter Loan to be made by such Lender hereunder after satisfaction of Credit under Section 3.3(iall conditions precedent to such Loan or (vi) that has, or has a direct or indirect parent company that has, (A) become the subject of a Proceeding, (B) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (C) become the subject of a Bail-In Action (any such Lender being herein called an “Affected Lender”), in any case upon by giving not less than ten (10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify such Affected Lender and each other Lender), that it intends to replace such Affected Lender with one or more replacement lenders (including any other Lender under this Agreement) selected by the Borrower and acceptable to the Administrative Agent; provided that (A) if the replacement lender shall have requested compensation pursuant to this Article V (Yield Protection, Etc.), such compensation shall in the aggregate be lower than that of the Affected Lender for such Loans and (B) the assignment by such Affected Lender to assign and delegate, without recourse (each replacement lender shall be in accordance with Applicable Law and subject to the restrictions contained in, and consents required by, Section 11.611.08 (Assignments and Participations). At the time of any replacement pursuant to this Section 5.08 (Replacement Lenders), each replacement lender shall enter into an Assignment and Assumption Agreement pursuant to Section 11.08(b) (Assignments and Participations), pursuant to which the replacement lender shall acquire the applicable portion of the outstanding Loans due to the Affected Lender.
(b) Upon the effective date of any replacement pursuant to this Section 5.08 (Replacement Lenders) (and as a condition thereto), the Borrower shall pay to the Affected Lender being replaced any amounts owing to such Affected Lender hereunder (including principal, interest, compensation and additional amounts under this Article V (Yield Protection, Etc.), in each case, accrued to the effective date of such replacement and any amounts that would be payable under this Section 5.08 (Replacement Lenders) as if all of its interestssuch Affected Lender’s Loans were being prepaid in full on such date), whereupon each replacement lender shall for all purposes of this Agreement become a “Lender” having a Commitment in the amount of such Affected Xxxxxx’s Commitment assumed by it and holding the Loans acquired by it, and all of such Affected Lender’s rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrower under Sections 5.01 (Additional Costs), 5.06 (Covered Taxes), 5.08 (Replacement Lenders), 11.03 (Expenses, Etc.) and 11.04 (Indemnification) to such Affected Lender and the related Credit Documents to an Eligible Assignee that shall assume obligations of such obligations (which Eligible Assignee may be another Lender, if a Affected Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.1710.05 (Indemnification) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and shall, in either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to case, survive such assignment replacement).
(it being understood that c) Notwithstanding anything to the extent the respective beneficiaries whose consent is required do not consent to such assignmentcontrary in this Section 5.08 (Replacement Lenders), such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment as contemplated in this Section 5.08 (Replacement Lenders) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings the Borrower to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
Appears in 1 contract
Samples: Loan Agreement (Aenza S.A.A.)
Replacement Lenders. (a) Holdings If any Lender has notified the Borrower and the Administrative Agent of its incurring additional costs under Section 5.01 or has required the Borrower to make payments for Taxes under Section 4.06, then the Borrower may, unless such Lender has notified the Borrower and the Administrative Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Commitment of any Lender (other than the Administrative Agent) (the "Terminated Lender") at any time at its sole expense upon five (5) Business Days' prior written notice to the Terminated Lender and effortthe Administrative Agent (such notice referred to herein as a "Notice of Termination").
(b) In order to effect the termination of the Commitment of the Terminated Lender, require any Lender the Borrower shall: (i) obtain an agreement with one or more Lenders to increase their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that has requested compensation from any Borrower such one or more other banking institutions are reasonably acceptable to the Administrative Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the "Replacement Lenders"), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under Section 2.15(aclauses (i) and (ii) above equal the Commitment of the Terminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "Lender Termination Date"), and the Replacement Lender or Section 2.15(bReplacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender.
(d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or payments from any Borrower under Section 2.16Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid), (ii) the obligation Terminated Lender shall endorse its Note, payable without recourse, representation or warranty to the order of which to make the Replacement Lender or maintain LIBOR Loans has been suspended under Section 2.15(fReplacement Lenders (pro rata as aforesaid), (iii) that is the Replacement -42- 48 Lender or Replacement Lenders shall purchase the Note held by the Terminated Lender (pro rata as aforesaid) at a Defaulting Lenderprice equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) which had NAIC approval on the date it became Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a party Lender pursuant to this Agreement the terms of Section 12.06(b), and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter the Terminated Lender will have the rights and benefits of Credit an assignor under Section 3.3(i12.06(b). To the extent not in conflict, in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to terms of Section 12.06(b) shall supplement the restrictions contained in, and consents required by, provisions of this Section 11.65.06(d), all of its interests, rights and obligations . For each assignment made under this Agreement and Section 5.06, the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Replacement Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary pay to the Administrative Agent and either cancelled and/or exchanged the processing fee provided for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to in Section 12.06(b). The Borrower will be responsible for the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case payment of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable breakage costs and expenses incurred by any Lender in connection with any the sale of Loans by Terminated Lenders to Replacement Lenders, as if such designation or assignmentLoans had been prepaid and breakage costs had accrued thereto in accordance with Section 5.05.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (BRL Universal Equipment Corp)
Replacement Lenders. (a) Holdings If any Lender has notified the Borrower and the Agent of its incurring additional costs under Section 5.01 hereof or has required the Borrower to make payments for Taxes under Section 4.06 hereof, then the Borrower may, unless such Lender has notified the Borrower and the Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Commitment of any Lender (other than the Agent) (the "Terminated Lender") at any time at its sole expense upon five (5) Business Days' prior 33 written notice to the Terminated Lender and effortthe Agent (such notice referred to herein as a "Notice of Termination").
(b) In order to effect the termination of the Commitment of the Terminated Lender, require any Lender the Borrower shall: (i) obtain an agreement with one or more Lenders to increase their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that has requested compensation from any Borrower such one or more other banking institutions are reasonably acceptable to the Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the "Replacement Lenders"), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under Section 2.15(aclauses (i) and (ii) above equal the Commitment of the Terminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "Termination Date"), and the Replacement Lender or Section 2.15(bReplacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender.
(d) On the Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or payments from any Borrower under Section 2.16Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commit- ment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding (pro rata as aforesaid), (ii) the obligation Terminated Lender shall endorse its Notes, payable without recourse, representation or warranty to the order of which to make the Replacement Lender or maintain LIBOR Loans has been suspended under Section 2.15(fReplacement Lenders (pro rata as aforesaid), (iii) that is the Replacement Lender or Replacement Lenders shall purchase the Notes held by the Terminated Lender (pro rata as aforesaid) at a Defaulting Lenderprice equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Termination Date, and (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i), in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Replacement Lender or otherwise, the circumstances entitling Holdings Replacement Lenders will thereupon (pro rata as aforesaid) succeed to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority and be substituted in all respects for the account of any Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f12.06(b), then such and the Terminated Lender will have the rights and benefits of an assignor under Section 12.06(b). To the extent not in conflict, the terms of Section 12.06(b) shall supplement the provisions of this Section 5.06(d). For each assignment made under this Section 5.06, the Replacement Lender shall use reasonable efforts pay to designate a different Lending Office the Agent the processing fee provided for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another in Section 12.06(b). The Borrower will be responsible for the payment of its offices, branches or affiliates, if, in any breakage costs associated with termination of the judgment of such Terminated Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to as set forth in Section 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment5.05.
Appears in 1 contract
Replacement Lenders. (a) Holdings may, at any time at its sole expense and effort, require If any Lender (i) that has requested makes a demand for compensation from any Borrower under pursuant to Section 2.15(a5.8(a), Section 5.8(b) or Section 2.15(b5.8(c), (ii) notifies the Agent of the unlawfulness of such Lender making or maintaining Eurodollar Loans as provided in Section 5.9, (iii) requests the Borrowers to make payments from for Taxes or Other Taxes pursuant to Section 5.14, or (iv) gives the Agent notice as provided in Section 5.16(b) that it is unwilling to extend the Maturity Date or fails to provide approval of such extension or fails to approve any Borrower amendment, consent or waiver requiring the approval of all Lenders but which has been approved by Lenders having at least 80% of the Pro Rata Share of Total Commitments, then in any such event the Company may, unless such Lender has notified the Company that the circumstances giving rise to such event no longer apply, terminate, in whole but not in part, the Commitments of such Lender (the “Terminated Lender”) at any time upon five Business Days’ prior written notice to the Terminated Lender and the Agent (such notice referred to herein as a “Notice of Termination”).
(b) In order to effect the termination of the Commitments of a Terminated Lender, the Company shall (i) obtain an agreement with one or more Lenders to increase their Commitments, (ii) request any one or more other Persons to become a “Lender” in place and instead of such Terminated Lender and agree to accept its Commitments subject to the terms hereof or (iii) request a reduction under Section 2.165.5(a); provided, such one or more other such Persons are Eligible Assignees reasonably acceptable to the Agent (such acceptance not to be unreasonably withheld or delayed) and become parties by executing an Assignment and Acceptance (the Lenders or other Persons that agree to accept in whole or in part the Commitments being referred to herein as the “Replacement Lenders”), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) and (ii) above equal the Commitments of the Terminated Lenders.
(c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the “Termination Date”), the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitments, and, if there will be more than one Replacement Lender, the portion of the Terminated Lender’s Commitments to be assigned to each Replacement Lender.
(d) On the Termination Date: (i) the Terminated Lender shall by execution and delivery of an Assignment and Acceptance assign its Commitments to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender’s Commitments to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders its then outstanding Loans so assigned then outstanding (pro rata as aforesaid), (ii) the obligation Terminated Lender shall endorse its applicable Note(s), payable without recourse, representation or warranty to the order of which to make the Replacement Lender or maintain LIBOR Loans has been suspended under Section 2.15(fReplacement Lenders (pro rata as aforesaid), (iii) that is the Replacement Lender or Replacement Lenders shall purchase the Note(s) held by the Terminated Lender (pro rata as aforesaid) at a Defaulting Lenderprice equal to the unpaid principal amount thereof plus interest and fees accrued and unpaid to the Termination Date, (iv) which had NAIC approval on the date it became a party Company and each Borrower shall, upon request, execute and deliver, at its own expense, new Notes to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or the Replacement Lenders in accordance with their respective interests, (v) that is unable to Issue a Letter of Credit under Section 3.3(i)the Company shall, in upon request, pay any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject compensation due to the restrictions contained in, Terminated Lender hereunder and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(ivi) the Administrative Agent shall have received Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the assignment fee specified in Section 11.6(b)(iv);
(ii) such Terminated Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal assignment from and accrued interest and fees) or any Borrower (in after such date with the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving like effect to the such assignment or, as if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from becoming a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the terms of Section 2.1613.3. To the extent not in conflict, or if any Lender gives a notice pursuant to the terms of Section 2.15(f), then such Lender 13.3 shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another supplement the provisions 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 this Section 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment5.17.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Replacement Lenders. (a) Holdings The Borrowers may, at any time at its sole expense and effortso long as no Default or Event of Default has then occurred and is continuing, require replace any Lender (i) that has requested compensation from any Borrower under Section 2.15(a) 2.16 or Section 2.15(b) or payments from any Borrower under Section 2.162.17, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), 2.16(d) or (iii) that is a Defaulting Lender, (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i), in any case upon under clauses (i) through (iii) above by written notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all Agent identifying one or more Persons each of its interests, rights and obligations under this Agreement and the related Credit Documents to which shall be an Eligible Assignee that shall assume and reasonably acceptable to the Administrative Agent (each, a “Replacement Lender,” and collectively, the “Replacement Lenders”) to replace such obligations Lender (which Eligible Assignee may be another the “Replaced Lender, if a Lender accepts such assignment”); provided that:
that (ia) the notice from the Borrowers to the Replaced Lender and the Administrative Agent provided for hereinabove shall have received specify an effective date for such replacement (the assignment fee specified in Section 11.6(b)(iv“Replacement Effective Date”);
, which shall be at least five (ii5) Business Days after such notice is given, (b) as of the relevant Replacement Effective Date, each Replacement Lender shall have received payment enter into an Assignment and Acceptance with the Replaced Lender pursuant to Section 11.7, pursuant to which such Replacement Lenders collectively shall acquire, in such proportion among them as they may agree with Everest Group and the Administrative Agent, all (but not less than all) of the Commitment, outstanding Loans and participations in Letters of Credit of the Replaced Lender, and, in connection therewith, shall pay (x) to the Replaced Lender, as the purchase price in respect thereof, an amount equal to the sum as of the Replacement Effective Date (without duplication) of (1) the unpaid principal amount of, and all accrued but unpaid interest on, all outstanding principal Loans of its Loans, L/C Disbursements the Replaced Lender and any L/C Advancesparticipations in Letters of Credit, and (2) all accrued interest thereonbut unpaid fees owing to the Replaced Lender under Section 2.9, accrued fees and all other amounts payable (y) to it hereunder and under the other Credit Documents (including Administrative Agent, for its own account, any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary owing to the Administrative Agent by the Replaced Lender under Section 2.3(b), and either cancelled and/or exchanged for new or amended Syndicated Letters (c) all other obligations of Credit which give effect to such assignment (it being understood that the Borrowers owing to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
Replaced Lender (iv) other than those specifically described in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply.
clause (b) If any Lender requests compensation under Section 2.15(a) above in respect of which the assignment purchase price has been, or Section 2.15(bis concurrently being, paid), or any Borrower is required including, without limitation, amounts payable under Sections 2.16(a) and (b) which give rise to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment replacement of such Lender, such designation or assignment (i) would eliminate or reduce Replaced Lender and amounts payable pursuant to Section 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.under
Appears in 1 contract
Replacement Lenders. (a) Holdings may, at any time at its sole expense and effort, require any Lender (i) that If any Lender has requested compensation from any notified the Borrower and the Agent of its incurring Additional Costs or other costs under Section 2.15(a5(a) or Section 2.15(b) or has required the Borrower to make payments from any Borrower for Taxes under Section 2.164(e), (ii) the or such Lender’s obligation of which to make or maintain LIBOR Eurodollar Loans has been suspended under Section 2.15(f5(c), (iii5(g) that is a Defaulting Lender, (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i5(h), then the Borrower may, unless such Lender has notified the Borrower and the Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Revolving Credit Commitment of such Lender (other than the Agent) (the “Terminated Lender”) at any case time upon five (5) Business Days’ prior written notice to such the Terminated Lender and the Administrative Agent, Agent (such notice referred to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6herein as a “Notice of Termination”), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);.
(ii) In order to effect the termination of the Revolving Credit Commitment of the Terminated Lender, the Borrower shall: (A) obtain an agreement with one or more Revolving Lenders to increase their Revolving Credit Commitment or Revolving Credit Commitments and/or (B) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender shall have received payment of an amount equal and agree to accept a Revolving Credit Commitment or Revolving Credit Commitments; provided, however, that such one or more other banking institutions are reasonably acceptable to the outstanding principal Agent and become parties by executing an Assignment (the Revolving Lenders or other banking institutions that agree to accept in whole or in part the Revolving Credit Commitment of its Loansthe Terminated Lender or to purchase any Loan held by the Terminated Lender being referred to herein as the “Replacement Lenders”), L/C Disbursements such that the aggregate increased and/or accepted Revolving Credit Commitments of the Replacement Lenders under clauses (A) and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under (B) above equal the other Revolving Credit Documents (including any amounts under Section 2.17) from Commitment of the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);Terminated Lender.
(iii) no assignment pursuant to this Section 2.18 The Notice of Termination shall be effective until all include the name of the then outstanding Syndicated Letters Terminated Lender, the date the termination will occur (the “Lender Termination Date”), and the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Revolving Credit Commitment and/or Term Loan Percentage of Credit are either amended giving effect to the such assignment orTerm Loan and, if requiredthere will be more than one Replacement Lender, returned by the portion of the Terminated Lender’s Revolving Credit Commitment to be assigned to each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);Replacement Lender.
(iv) On the Lender Termination Date, (A) the Terminated Lender shall by execution and delivery of an Assignment assign its Revolving Credit Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender’s Revolving Credit Commitment to be assigned to each Replacement Lender) indicated in the case Notice of any such assignment resulting from a request for compensation under Section 2.15(aTermination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) or Section 2.15(bthen outstanding and participation interests in Letters of Credit (if any) or payments required to be made pursuant to Section 2.16then outstanding (pro rata as aforesaid), such assignment will result in a reduction in such compensation or payments thereafter; and
(vB) such assignment does not conflict with applicable Requirements of Law. A the Terminated Lender shall not be required endorse its Notes, payable without recourse, representation or warranty to make any such assignment if, prior thereto, as a result the order of a waiver by such the Replacement Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply.
Replacement Lenders (b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(bpro rata as aforesaid), or any Borrower is required to pay any additional amount to any (C) the Replacement Lender or any Governmental Authority Replacement Lenders shall purchase the Notes held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (D) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the account of any Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f15(f), then such and the Terminated Lender will have the rights and benefits of an Assignor under Section 15(f). To the extent not in conflict, the terms of Section 15(f) shall supplement the provisions of this Section 5(l)(iv). For each Assignment made under this Section 5(l), the Replacement Lender shall use reasonable efforts pay to designate a different Lending Office the Agent the processing fee provided for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights in Section 15(f). The Borrower will be responsible for the payment of any breakage costs associated with termination 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 2.15(a), Section 2.15(b) or Section 2.16Replacement Lenders, as the case may be, set forth in the future, or eliminate the need for the notice pursuant to Section 2.15(f5(j), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
Appears in 1 contract
Replacement Lenders. (a) Holdings If any Lender has notified the Borrower and the Administrative Agent of its incurring additional costs under Section 5.01 hereof or has required the Borrower to make payments for Taxes under Section 4.06 hereof, then the Borrower may, unless such Lender has notified the Borrower and the Administrative Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Commitments of any Lender (other than the Administrative Agent) (the "TERMINATED LENDER") at any time at its sole expense upon five (5) Business Days' prior written notice to the Terminated Lender and effortthe Administrative Agent (such notice referred to herein as a "NOTICE OF TERMINATION").
(b) In connection with the termination of the Commitments of the Terminated Lender, require any Lender the Borrower shall either: (i) obtain an agreement with one or more Lenders to increase their Commitments, (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept the Commitments or reduce the total of the Aggregate Maximum Revolving Credit Amounts or Aggregate Maximum Revolver Term Loan Amounts (if applicable) by the amount(s) held by the Terminated Lender; PROVIDED, HOWEVER, that has requested compensation from any Borrower such one or more other substitute banking institutions are reasonably acceptable to the Administrative Agent and become parties by executing an Assignment and Acceptance (the Lenders or other banking institutions that agree to accept in whole or in part the Commitments of the Terminated Lender being referred to herein as the "REPLACEMENT LENDERS"), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under Section 2.15(aclauses (i) and (ii) above equal the Commitments of the Terminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "TERMINATION Date"), and the Replacement Lender or Section 2.15(bReplacement Lenders to which the Terminated Lender will assign its Commitments and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitments to be assigned to each Replacement Lender.
(d) On the Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment and Acceptance assign its Commitment to the Replacement Lender or payments from any Borrower under Section 2.16Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid), (ii) the obligation Terminated Lender shall endorse its Notes, payable without recourse, representation or warranty to the order of which to make the Replacement Lender or maintain LIBOR Loans has been suspended under Section 2.15(fReplacement Lenders (pro rata as aforesaid), (iii) that is the Replacement Lender or Replacement Lenders shall purchase the Notes held by the Terminated Lender (pro rata as aforesaid) at a Defaulting Lenderprice equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Termination Date, and (iv) which had NAIC approval on the date it became Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a party Lender pursuant to this Agreement the terms of Section 12.06(a), and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter the Terminated Lender will have the rights and benefits of Credit an assignor under Section 3.3(i12.06(a). To the extent not in conflict, in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to terms of Section 12.06(a) shall supplement the restrictions contained in, and consents required by, provisions of this Section 11.65.06(d), all of its interests, rights and obligations . For each assignment made under this Agreement and Section 5.06, the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Replacement Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary pay to the Administrative Agent and either cancelled and/or exchanged the processing fee provided for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to in Section 12.06(a). The Borrower will be responsible for the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case payment of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict breakage costs associated with applicable Requirements termination of Law. A Lender shall not be required to make any such assignment if, prior theretothe Terminated Lender, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to applyset forth in Section 5.05.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
Appears in 1 contract
Samples: Credit Agreement (Pentacon Inc)
Replacement Lenders. (a) Holdings If any Lender has notified the Borrower and the Agent of its incurring additional costs under Section 5.01 or has required the Borrower to make payments for Taxes under Section 4.06, then the Borrower may, unless such Lender has notified the Borrower and the Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Commitment of any Lender (other than the Agent) (the "Terminated Lender") at any time at its sole expense and effort, require any Lender (i) that has requested compensation from any Borrower under Section 2.15(a) or Section 2.15(b) or payments from any Borrower under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender, (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i), in any case upon five Business Days' prior written notice to such the Terminated Lender and the Administrative Agent, Agent (such notice referred to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, herein as a result "Notice of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to applyTermination").
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is required In order to pay any additional amount to any Lender or any Governmental Authority for effect the account termination of any Lender pursuant to Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another the Commitment of its offices, branches or affiliates, if, in the judgment of such Terminated Lender, such designation or assignment the Borrower shall: (i) would eliminate obtain an agreement with one or reduce amounts payable pursuant more Lenders to Section 2.15(aincrease their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that such one or more other banking institutions are reasonably acceptable to the Agent and each Issuing Bank and become parties by executing an Assignment Agreement (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the "Replacement Lenders"), Section 2.15(bsuch that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf above equal the Commitment of the BorrowersTerminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, hereby agrees the date the termination will occur (the "Lender Termination Date"), and the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender.
(d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment Agreement assign its Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid) and (ii) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 12.06(b). To the extent not in conflict, the terms of Section 12.06(b) shall supplement the provisions of this Section 5.06(d). For each assignment made under this Section 5.06, the Replacement Lender shall pay all reasonable to the Agent the processing fee provided for in Section 12.06(b). The Borrower will be responsible for the payment of any breakage costs associated with termination and expenses incurred by any Lender Replacement Lenders, as set forth in connection with any such designation or assignmentSection 5.05.
Appears in 1 contract
Replacement Lenders. (a) Holdings may, at any time at its sole expense and effort, require any If a Lender (i) that has requested compensation from any Borrower under Section 2.15(a) notified Unit and the Administrative Agent of the circumstances described in Sections 3.1 or Section 2.15(b) or payments from any Borrower under Section 2.163.4, (ii) the obligation of which has required Borrowers to make payments for Indemnified Taxes or maintain LIBOR Loans has been suspended Other Taxes under Section 2.15(f)3.3, (iii) that is becomes a Defaulting Lender, (iv) which had NAIC approval on the date it became is a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval Non-Extending Lender under Section 3.8, or (v) objects to an increase in the Borrowing Base proposed by the Administrative Agent under the provisions of Section 2.6.2, then Unit may, at its sole cost, expense and effort, within ninety (90) days of Unit’s learning of any of the items in (i) - (v) provided that is unable to Issue no Event of Default then exists, terminate, in whole but not in part, the Commitment of that Lender (other than the Administrative Agent) (a Letter of Credit under Section 3.3(i“Terminated Lender“), in any case upon on ten (10) days’ prior written notice to such the Terminated Lender and the Administrative Agent (a “Notice of Termination“) of Unit's decision under this Section 3.7. If, at any time during the ninety day period and before Unit issues a Notice of Termination, the Terminated Lender notifies Unit in writing that the circumstances giving rise to the notice, event or circumstance no longer apply or the Terminated Lender otherwise withdraws its request for additional compensation or approves the proposed Borrowing Base increase tendered by the Administrative Agent, as the case may be, then Unit will no longer be permitted to terminate the Commitment of that Lender by reason of the particular circumstances that no longer apply, the request that was withdrawn or the Borrowing Base increase that was approved, as the case may be. To effect the termination of the Commitment of the Terminated Lender, Unit will: obtain either or both (i) an agreement by one or more Lenders to increase their Commitment or Commitments or (ii) an agreement by one or more other banking or lending institutions to become parties to this Agreement in place and instead of Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that the new banking or lending institutions are reasonably acceptable to the Administrative Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the “Replacement Lenders“) without recourse from the Terminated Lender, and that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) and (ii) above equal the Commitment of the Terminated Lender. The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the “Lender Termination Date“), and within twenty (20) days of the Notice of Termination, Unit shall designate in writing the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender’s Commitment to be assigned to each Replacement Lender. On the Lender Termination Date, (i) the Terminated Lender shall by execution and delegatedelivery of an Assignment assign, without recourse (in accordance with recourse, its Commitment and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Loan Documents to an Eligible Assignee that shall assume such obligations the Replacement Lender or Replacement Lenders (which Eligible Assignee may be another pro rata, if there is more than one Replacement Lender, in proportion to the Pro Rata Share of the Terminated Lender’s Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if a Lender accepts such assignmentany) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
, (ii) such the Terminated Lender shall have received payment endorse its Note, if any, payable without recourse, representation or warranty to the order of an amount the Replacement Lender or Replacement Lenders (Pro Rata Share as aforesaid), (iii) the Replacement Lender or Replacement Lenders shall purchase the Note, if any, or Commitment held by the Terminated Lender (pro rata as aforesaid) at a price equal to the outstanding unpaid principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents amount (including any amounts under Section 2.17its participation in and Pro Rata Share of the LC Exposure) from the assignee (plus interest, facility fees, Commitment Fee and other fees accrued and unpaid to the extent of such outstanding principal Lender Termination Date, and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) the Replacement Lender or Replacement Lenders will thereon (pro rata as aforesaid) succeed to and be substituted in all respects for the case Terminated Lender with like effect as if becoming a Lender under the terms of Section 14.3, and the Terminated Lender will have the rights and benefits of an assignor under Section 14.3. To the extent not in conflict, the terms of Section 14.3 shall supplement the provisions of this Section 3.7. For each assignment made under this Section 3.7, the Replacement Lender shall pay to the Agent the processing fee provided for in Section 14.3. The Borrower will be responsible for the concurrent payment of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict breakage costs associated with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior theretotermination and Replacement Lenders, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to applyset forth in Section 3.5.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
Appears in 1 contract
Samples: Senior Credit Agreement (Unit Corp)
Replacement Lenders. (a) Holdings If any Lender has notified the Borrower and the Agent of its incurring additional costs under Section 5.01 or has required the Borrower to make payments for Taxes under Section 4.06, then the Borrower may, unless such Lender has notified the Borrower and the Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Commitment of any Lender (other than the Agent) (the "TERMINATED LENDER") at any time at its sole expense and effort, require any Lender (i) that has requested compensation from any Borrower under Section 2.15(a) or Section 2.15(b) or payments from any Borrower under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender, (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i), in any case upon five Business Days' prior written notice to such the Terminated Lender and the Administrative Agent, Agent (such notice referred to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, herein as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply"NOTICE OF TERMINATION").
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is required In order to pay any additional amount to any Lender or any Governmental Authority for effect the account termination of any Lender pursuant to Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another the Commitment of its offices, branches or affiliates, if, in the judgment of such Terminated Lender, such designation or assignment the Borrower shall: (i) would eliminate obtain an agreement with one or reduce amounts payable pursuant more Lenders to Section 2.15(aincrease their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that such one or more other banking institutions are reasonably acceptable to the Agent and become parties by executing an Assignment Agreement (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the "REPLACEMENT LENDERS"), Section 2.15(bsuch that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf above equal the Commitment of the BorrowersTerminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, hereby agrees the date the termination will occur (the "LENDER TERMINATION DATE"), and the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender.
(d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment Agreement assign its Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding pro rata as aforesaid) and (ii) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 12.06(b). To the extent not in conflict, the terms of Section 12.06(b) shall supplement the provisions of this Section 5.06(d). For each assignment made under this Section 5.06, the Replacement Lender shall pay all reasonable to the Agent the processing fee provided for in Section 12.06(b). The Borrower will be responsible for the payment of any breakage costs associated with termination and expenses incurred by any Lender Replacement Lenders, as set forth in connection with any such designation or assignmentSection 5.05.
Appears in 1 contract
Replacement Lenders. (a) Swiss Holdings may, at any time at its sole expense and effort, require any Lender (i) that has requested compensation from any Borrower under Section 2.15(a) or Section 2.15(b) or payments from any Borrower under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender, or (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i)Non-Qualifying Lender, in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.610.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv10.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(viv) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Swiss Holdings to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Swiss Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
Appears in 1 contract
Samples: Credit Agreement (Allied World Assurance Co Holdings, AG)
Replacement Lenders. (a) Holdings may, at any time at its sole expense and effort, require 3.6.1. If any Lender (i) that has requested compensation from any Borrower under Section 2.15(a) notified Unit and the Administrative Agent of the circumstances described in Sections 3.1 or Section 2.15(b) or payments from any Borrower under Section 2.163.4, (ii) the obligation of which has required Unit to make or maintain LIBOR Loans has been suspended payments for Taxes under Section 2.15(f)3.3, (iii) that is a Defaulting Lenderdefaults in its obligations to fund advances hereunder or participate in LC Exposure, (iv) which had NAIC approval on the date it became is a party Non-Extending Lender pursuant to this Agreement and ceases to maintain such approval or otherwise shall lose such approval Section 3.7, or (v) objects to an increase in the Borrowing Base proposed by the Administrative Agent pursuant to the provisions of Section 2.6.2, then Unit may, at its sole cost, expense and effort, provided that is unable no Event of Default then exists, unless such Lender has notified Unit and the Administrative Agent in writing that the circumstances giving rise to Issue a Letter of Credit under Section 3.3(i)such notice, event or circumstance no longer apply or such Lender otherwise withdraws its request for such additional compensation or approves the proposed Borrowing Base increase tendered by the Administrative Agent, terminate, in whole but not in part, the Commitment of any case Lender (other than the Administrative Agent) (in any such case, the "Terminated Lender") at any time within ninety (90) days of such Lender notification, upon ten (10) days' prior written notice to such the Terminated Lender and the Administrative AgentAgent (such notice referred to herein as a "Notice of Termination").
3.6.2. In order to effect the termination of the Commitment of the Terminated Lender, Unit shall: (i) obtain an agreement with one or more Lenders to increase their Commitment or Commitments and/or (ii) request any one or more other banking or lending institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that such one or more other banking or lending institutions are reasonably acceptable to the Administrative Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the "Replacement Lenders") without recourse from the Terminated Lender, such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) and (ii) above equal the Commitment of the Terminated Lender.
3.6.3. The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "Lender Termination Date"), and within twenty (20) days of the Notice of Termination, Unit shall designate in writing the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender.
3.6.4. On the Lender Termination Date, (i) the Terminated Lender shall by execution and delegatedelivery of an Assignment assign, without recourse (in accordance with recourse, its Commitment and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Loan Documents to an Eligible Assignee that shall assume such obligations the Replacement Lender or Replacement Lenders (which Eligible Assignee may be another pro rata, if there is more than one Replacement Lender, in proportion to the Pro Rata Share of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if a Lender accepts such assignmentany) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
, (ii) such the Terminated Lender shall have received payment endorse its Note, payable without recourse, representation or warranty to the order of an amount the Replacement Lender or Replacement Lenders (Pro Rata Share as aforesaid), (iii) the Replacement Lender or Replacement Lenders shall purchase the Note held by the Terminated Lender (pro rata as aforesaid) at a price equal to the outstanding unpaid principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents amount thereof (including any amounts under Section 2.17its participation in and Pro Rata Share of the LC Exposure) from the assignee (plus interest, facility fees, Commitment Fee and other fees accrued and unpaid to the extent of such outstanding principal Lender Termination Date, and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Replacement Lender or otherwise, the circumstances entitling Holdings Replacement Lenders will thereupon (pro rata as aforesaid) succeed to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority and be substituted in all respects for the account of any Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 2.1614.6, or if any and the Terminated Lender gives a notice pursuant to will have the rights and benefits of an assignor under Section 2.15(f)14.6. To the extent not in conflict, then such the terms of Section 14.6 shall supplement the provisions of this Section 3.6.4. For each assignment made under this Section 3.6, the Replacement Lender shall use reasonable efforts pay to designate a different Lending Office the Agent the processing fee provided for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights in Section 14.6. The Borrower will be responsible for the concurrent payment of any breakage costs associated with termination 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 2.15(a), Section 2.15(b) or Section 2.16Replacement Lenders, as the case may be, set forth in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment3.6.
Appears in 1 contract
Samples: Senior Credit Agreement (Unit Corp)
Replacement Lenders. (a) Holdings may, at any time at its sole expense and effort, require any Lender (i) that has requested compensation from any Borrower Credit Party under Section 2.15(a) or Section 2.15(b) or payments from any Borrower Credit Party under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender, (iviii) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (viv) that is unable to Issue a Letter of Credit under Section 3.3(i2.4(i), in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.610.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv10.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower Credit Party (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 2.17 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower Credit Party is required to pay any additional amount to any Lender Lender, any Fronting Bank or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, and (ii) in each case would not subject such Lender or such Fronting Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Holdings, on behalf of the BorrowersCredit Parties, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
Appears in 1 contract
Samples: Credit Agreement (Allied World Assurance Co Holdings LTD)
Replacement Lenders. (a) Holdings If any Lender has notified Borrower and Administrative Agent of its incurring additional costs under SECTIONS 10.01 or 10.04, or has required Borrower to make payments for Taxes under SECTION 10.07, then Borrower may, unless such Lender has notified Borrower and Administrative Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Commitment of any Lender (other than Administrative Agent) (the "TERMINATED LENDER") at any time at its sole expense and effort, require any Lender (i) that has requested compensation from any Borrower under Section 2.15(a) or Section 2.15(b) or payments from any Borrower under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender, (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i), in any case upon five Business Days prior written notice to such the Terminated Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal notice referred to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, herein as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply"NOTICE OF TERMINATION").
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is required In order to pay any additional amount to any Lender or any Governmental Authority for effect the account termination of any Lender pursuant to Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another the Commitment of its offices, branches or affiliates, if, in the judgment of such Terminated Lender, such designation or assignment Borrower shall: (i) would eliminate obtain an agreement with one or reduce amounts payable pursuant more Lenders to Section 2.15(aincrease their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; PROVIDED, HOWEVER, that such one or more other banking institutions are reasonably acceptable to all Agents and become parties by executing an assignment reasonably acceptable to all Agents (an "ASSIGNMENT"; and Lenders or other banking institutions agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the "REPLACEMENT LENDERS"), Section 2.15(bsuch that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf above equal the Commitment of the BorrowersTerminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, hereby agrees the date the termination will occur (the "TERMINATION DATE"), and the Replacement Lender or Replacement Lenders to pay all reasonable costs and expenses incurred by any which the Terminated Lender in connection with any such designation or assignmentwill assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender.
Appears in 1 contract
Replacement Lenders. (a) Holdings If any Lender has notified the Borrower and the Agent of its incurring additional costs under Section 5.01 hereof or has required the Borrower to make payments for Taxes under Section 4.06 hereof, then the Borrower may, unless such Lender has notified the Borrower and the Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Commitment of any Lender (other than the Agent) (the "TERMINATED LENDER") at any time at its sole expense upon five (5) Business Days' prior written notice to the Terminated Lender and effortthe Agent (such notice referred to herein as a "NOTICE OF TERMINATION").
(b) In connection with the termination of the Commitment of the Terminated Lender, require any Lender the Borrower shall either: (i) obtain an agreement with one or more Lenders to increase their Commitment or Commitments, (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments or reduce the total of the Aggregate Maximum Credit Amounts by the amount held by the Terminated Lender; PROVIDED, HOWEVER, that has requested compensation from any Borrower such one or more other substitute banking institutions are reasonably acceptable to the Agent and become parties by executing an Assignment and Acceptance (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the "REPLACEMENT LENDERS"), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under Section 2.15(aclauses (i) and (ii) above equal the Commitment of the Terminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "TERMINATION DATE"), and the Replacement Lender or Section 2.15(bReplacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender.
(d) On the Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment and Acceptance assign its Commitment to the Replacement Lender or payments from any Borrower under Section 2.16Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid), (ii) the obligation Terminated Lender shall endorse its Note, payable without recourse, representation or warranty to the order of which to make the Replacement Lender or maintain LIBOR Loans has been suspended under Section 2.15(fReplacement Lenders (pro rata as aforesaid), (iii) that is the Replacement Lender or Replacement Lenders shall purchase the Note held by the Terminated Lender (pro rata as aforesaid) at a Defaulting Lenderprice equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Termination Date, and (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i), in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Replacement Lender or otherwise, the circumstances entitling Holdings Replacement Lenders will thereupon (pro rata as aforesaid) succeed to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority and be substituted in all respects for the account of any Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f12.06(a), then such and the Terminated Lender will have the rights and benefits of an assignor under Section 12.06(a). To the extent not in conflict, the terms of Section 12.06(a) shall supplement the provisions of this Section 5.06(d). For each assignment made under this Section 5.06, the Replacement Lender shall use reasonable efforts pay to designate a different Lending Office the Agent the processing fee provided for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another in Section 12.06(a). The Borrower will be responsible for the payment of its offices, branches or affiliates, if, in any breakage costs associated with termination of the judgment of such Terminated Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to as set forth in Section 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment5.05.
Appears in 1 contract
Samples: Credit Agreement (Pentacon Inc)
Replacement Lenders. (a) IPC Holdings may, at any time at its sole expense and effort, require any Lender (i) that has requested compensation from any Borrower Credit Party under Section 2.15(aSECTION 3.15(A) or Section 2.15(bSECTION 3.15(B) or payments from any Borrower Credit Party under Section 2.16SECTION 3.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(fSECTION 3.15(F), (iii) that is a Defaulting Lender, Lender or (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i)Non-NAIC Lender, in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6SECTION 12.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(ivSECTION 12.6(B)(IV);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17SECTION 3.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower Credit Party (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 SECTION 3.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(aSECTION 3.15(A) or Section 2.15(bSECTION 3.15(B) or payments required to be made pursuant to Section 2.16SECTION 3.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of 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 IPC Holdings to require such assignment and delegation cease to apply.
(b) If any Lender requests compensation under Section 2.15(aSECTION 3.15(A) or Section 2.15(bSECTION 3.15(B), or any Borrower Credit Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16SECTION 3.16, or if any Lender gives a notice pursuant to Section 2.15(fSECTION 3.15(F), then such Lender shall use reasonable efforts to designate a different office as its Lending Office for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, if in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15(aSECTION 3.15(A), Section 2.15(bSECTION 3.15(B) or Section 2.16SECTION 3.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(fSECTION 3.15(F), as applicable, and (ii) in each case case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. IPC Holdings, on behalf of the Borrowersapplicable Credit Party, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
Appears in 1 contract
Samples: Credit Agreement (Ipc Holdings LTD)
Replacement Lenders. (a) Holdings If any Lender has notified the Borrower and the Agent of its incurring additional costs under Section 5.01 or has required the Borrower to make payments for Taxes under Section 4.06, then the Borrower may, unless such Lender has notified the Borrower and the Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Commitment of such Lender (other than the Agent) (the "TERMINATED LENDER") at any time at its sole expense upon five (5) Business Days' prior written notice to the Terminated Lender and effortthe Agent (such notice referred to herein as a "NOTICE OF TERMINATION").
(b) In order to effect the termination of the Commitment of the Terminated Lender, require any Lender the Borrower shall: (i) obtain an agreement with one or more Lenders to increase their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; PROVIDED, HOWEVER, that has requested compensation from any Borrower such one or more other banking institutions are reasonably acceptable to the Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the "REPLACEMENT LENDERS"), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under Section 2.15(aclauses (i) and (ii) above equal the Commitment of the Terminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "LENDER TERMINATION DATE"), and the Replacement Lender or Section 2.15(bReplacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender.
(d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or payments from any Borrower under Section 2.16Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding (pro rata as aforesaid), (ii) the obligation Terminated Lender shall endorse its Notes, payable without recourse, representation or warranty to the order of which to make the Replacement Lender or maintain LIBOR Loans has been suspended under Section 2.15(fReplacement Lenders (pro rata as aforesaid), (iii) that is the Replacement Lender or Replacement Lenders shall purchase the Notes held by the Terminated Lender (pro rata as aforesaid) at a Defaulting Lenderprice equal to the unpaid principal amount thereof plus interest, facility and other fees, and other amounts owing under the Loan Documents accrued and unpaid to the Lender Termination Date, and (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i), in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Replacement Lender or otherwise, the circumstances entitling Holdings Replacement Lenders will thereupon (pro rata as aforesaid) succeed to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority and be substituted in all respects for the account of any Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f12.06(b), then such and the Terminated Lender will have the rights and benefits of an assignor under Section 12.06(b). To the extent not in conflict, the terms of Section 12.06(b) shall supplement the provisions of this Section 5.06(d). For each assignment made under this Section 5.06, the Replacement Lender shall use reasonable efforts pay to designate a different Lending Office the Agent the processing fee provided for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another in Section 12.06(b). The Borrower will be responsible for the payment 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 2.15(a), Section 2.15(b) or Section 2.16any breakage costs, as the case may beset forth in Section 5.05, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf associated with termination of the Borrowers, hereby agrees Terminated Lender and assignment of Loans and Commitments to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentReplacement Lenders.
Appears in 1 contract
Replacement Lenders. (a) Holdings If any Lender has notified the Borrower and the Administrative Agent of its incurring additional costs under Section 5.01 or has required the Borrower to make payments for Taxes under Section 4.06, then the Borrower may, unless such Lender has notified the Borrower and the Administrative Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Commitment of such Lender (other than the Administrative Agent) (the "Terminated Lender") at any time at its sole expense upon five (5) Business Days' prior written notice to the Terminated Lender and effortthe Administrative Agent (such notice referred to herein as a "Notice of Termination").
(b) In order to effect the termination of the Commitment of the Terminated Lender, require any Lender the Borrower shall: (i) obtain an agreement with one or more Lenders to increase their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that has requested compensation from any Borrower such one or more other banking institutions are reasonably acceptable to the Administrative Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the "Replacement Lenders"), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under Section 2.15(aclauses (i) and (ii) above equal the Commitment of the Terminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "Lender Termination Date"), and the Replacement Lender or Section 2.15(bReplacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender.
(d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or payments from any Borrower under Section 2.16Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid, (ii) the obligation Terminated Lender shall endorse its Note, payable without recourse, representation or warranty to the order of which to make the Replacement Lender or maintain LIBOR Loans has been suspended under Section 2.15(fReplacement Lenders (pro rata as aforesaid), (iii) that is the Replacement Lender or Replacement Lenders shall purchase the Note held by the Terminated Lender (pro rata as aforesaid) at a Defaulting Lenderprice equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) which had NAIC approval on the date it became Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a party Lender pursuant to this Agreement the terms of Section 12.06(b), and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter the Terminated Lender will have the rights and benefits of Credit an assignor under Section 3.3(i12.06(b). To the extent not in conflict, in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to terms of Section 12.06(b) shall supplement the restrictions contained in, and consents required by, provisions of this Section 11.65.06(d), all of its interests, rights and obligations . For each assignment made under this Agreement and Section 5.06, the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Replacement Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary pay to the Administrative Agent and either cancelled and/or exchanged the processing fee provided for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to in Section 12.06(b). The Borrower will be responsible for the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case payment of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict breakage costs associated with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior theretotermination and Replacement Lenders, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to applyset forth in Section 5.05.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
Appears in 1 contract
Replacement Lenders. (a) Holdings may, at any time at its sole expense and effort, require If any Lender (i) that has requested makes a demand for compensation from any Borrower under pursuant to Section 2.15(a5.8(a), (b) or (c), (ii) notifies the Agent of the unlawfulness of such Lender making or maintaining Eurodollar Loans as provided in Section 2.15(b5.9, (iii) requests the Borrowers to make payments for Taxes or payments from Other Taxes pursuant to Section 5.14, or (iv) gives the Agent notice as provided in Section 5.16(b) that it is unwilling to extend the Maturity Date or fails to provide approval of such extension, then in any Borrower such event the Company may, unless such Lender has notified the Company that the circumstances giving rise to such event no longer apply, terminate, in whole but not in part, the Commitments of such Lender (other than the Agent) (the "TERMINATED LENDER") at any time upon five Business Days' prior written notice to the Terminated Lender and the Agent (such notice referred to herein as a "NOTICE OF TERMINATION").
(b) In order to effect the termination of the Commitments of a Terminated Lender, the Company shall (i) obtain an agreement with one or more Lenders to increase their Commitments or (ii) request any one or more other Persons to become a "Lender" in place and instead of such Terminated Lender and agree to accept its Commitments; provided, however, that such one or more other such Persons are Eligible Assignees reasonably acceptable to the Agent (such acceptance not to be unreasonably withheld or delayed) and become parties by executing an Assignment and Acceptance and (the Lenders or other Persons that agree to accept in whole or in part the Commitments being referred to herein as the "REPLACEMENT LENDERS"), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under Section 2.16clauses (i) and (ii) above equal the Commitments of the Terminated Lenders.
(c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "TERMINATION DATE"), the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitments, and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitments to be assigned to each Replacement Lender.
(d) On the Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment and Acceptance assign its Commitments to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitments to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders its Loans (if any) so assigned then outstanding (pro rata as aforesaid), (ii) the obligation Terminated Lender shall endorse its applicable Note(s), payable without recourse, representation or warranty to the order of which to make the Replacement Lender or maintain LIBOR Loans has been suspended under Section 2.15(fReplacement Lenders (pro rata as aforesaid), (iii) that is the Replacement Lender or Replacement Lenders shall purchase the Note(s) held by the Terminated Lender (pro rata as aforesaid) at a Defaulting Lenderprice equal to the unpaid principal amount thereof plus interest and fees accrued and unpaid to the Termination Date, (iv) which had NAIC approval on the date it became a party Company and each of its Subsidiaries shall, upon request, execute and deliver, at its own expense, new Notes to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or the Replacement Lenders in accordance with their respective interests,
(v) that is unable to Issue a Letter of Credit under Section 3.3(i)the Company shall, in upon request, pay any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject compensation due to the restrictions contained inTerminated Lender pursuant to Section 5.8, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(ivi) the Administrative Agent shall have received Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the assignment fee specified in Section 11.6(b)(iv);
(ii) such Terminated Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal assignment from and accrued interest and fees) or any Borrower (in after such date with the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving like effect to the such assignment or, as if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from becoming a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the terms of Section 2.1613.3. To the extent not in conflict, or if any Lender gives a notice pursuant to the terms of Section 2.15(f), then such Lender 13.3 shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another supplement the provisions 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 this Section 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment5.17.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Replacement Lenders. The Borrower shall be permitted to replace any Lender which (a) Holdings mayrequests reimbursement for amounts owing pursuant to Section 2.9 or 2.10 or (b) defaults in its obligation to make loans hereunder, at any time at its sole expense and effort, require any Lender with a replacement financial institution; provided that (i) that has requested compensation from such replacement does not conflict with any Borrower under Section 2.15(a) or Section 2.15(b) or payments from any Borrower under Section 2.16Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the obligation time of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f)such replacement, (iii) that is a Defaulting Lenderprior to any such replacement, such Lender shall not have eliminated the continued need for payment of amounts owing pursuant to Section 2.9 or 2.10, (iv) which had NAIC approval the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or of replacement, (v) that is unable the Borrower shall be liable to Issue a Letter of Credit such replaced Lender under Section 3.3(i), in 2.11 if any case upon notice Eurodollar Loan owing to such replaced Lender and shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to assign and delegate, without recourse (make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and subject processing fee referred to the restrictions contained in, and consents required by, Section 11.6therein), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume (viii) until such obligations (which Eligible Assignee may be another Lender, if a Lender accepts time as such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 replacement shall be effective until consummated, the Borrower shall pay all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, additional amounts (if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is any) required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation 2.9 or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.162.10, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, and (iiix) in each case would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or assignmentany other Lender shall have against the replaced Lender.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Renters Choice Inc)
Replacement Lenders. (a) Holdings If any Lender has notified the Borrower and the Agent of its incurring additional costs under Section 5.01 or has required the Borrower to make payments for Taxes under Section 4.06, then the Borrower may, unless such Lender has notified the Borrower and the Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Commitment of any Lender (other than the Agent) (the "Terminated Lender") at any time at its sole expense and effort, require any Lender (i) that has requested compensation from any Borrower under Section 2.15(a) or Section 2.15(b) or payments from any Borrower under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender, (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i), in any case upon five Business Days' prior written notice to such the Terminated Lender and the Administrative Agent, Agent (such notice referred to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, herein as a result "Notice of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to applyTermination").
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is required In order to pay any additional amount to any Lender or any Governmental Authority for effect the account termination of any Lender pursuant to Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another the Commitment of its offices, branches or affiliates, if, in the judgment of such Terminated Lender, such designation or assignment the Borrower shall: (i) would eliminate obtain an agreement with one or reduce amounts payable pursuant more Lenders to Section 2.15(aincrease their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that such one or more other banking institutions are reasonably acceptable to the Agent and become parties by executing an Assignment Agreement (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the "Replacement Lenders"), Section 2.15(bsuch that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf above equal the Commitment of the BorrowersTerminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, hereby agrees the date the termination will occur (the "Lender Termination Date"), and the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender.
(d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment Agreement assign its Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding pro rata as aforesaid) and (ii) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 12.06(b). To the extent not in conflict, the terms of Section 12.06(b) shall supplement the provisions of this Section 5.06(d). For each assignment made under this Section 5.06, the Replacement Lender shall pay all reasonable to the Agent the processing fee provided for in Section 12.06(b). The Borrower will be responsible for the payment of any breakage costs associated with termination and expenses incurred by any Lender Replacement Lenders, as set forth in connection with any such designation or assignment.Section 5.05. ARTICLE VI
Appears in 1 contract
Replacement Lenders. The Company shall be permitted to replace any Lender which requests reimbursement for amounts owing pursuant to Section 2.9 or 2.10, with a replacement financial institution; provided that (a) Holdings maysuch replacement does not conflict with any Requirement of Law, (b) no Event of Default shall have occurred and be continuing at the time of such replacement, (c) prior to any such replacement, such Lender shall have taken no action under Section 2.12 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.9 or 2.10, (d) the replacement financial institution shall purchase, at any time at its sole expense par, all Loans and effortother amounts owing to such replaced Lender on or prior to the date of replacement, require any (e) the Company shall be liable to such replaced Lender (i) that has requested compensation from any Borrower under Section 2.15(a) or Section 2.15(b) or payments from 2.11 if any Borrower under Section 2.16Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (iif) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f)replacement financial institution, (iii) that is if not already a Defaulting Lender, (iv) which had NAIC approval on the date it became a party shall be reasonably satisfactory to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i), in any case upon notice to such Lender and the Administrative Agent, (g) the replaced Lender shall be obligated to assign and delegate, without recourse (make such replacement in accordance with the provisions of Section 9.6 (provided that the Company shall be obligated to pay the registration and subject processing fee referred to the restrictions contained in, and consents required by, Section 11.6therein), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume (h) until such obligations (which Eligible Assignee may be another Lender, if a Lender accepts time as such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 replacement shall be effective until consummated, the Company shall pay all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, additional amounts (if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is any) required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation 2.9 or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.162.10, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, and (iii) in each case would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation replacement shall not be deemed to be a waiver of any rights which the Company, the Administrative Agent or assignmentany other Lender shall have against the replaced Lender.
Appears in 1 contract
Samples: Senior Working Capital Credit Agreement (Primacom Ag)
Replacement Lenders. (a) Holdings If any Lender has (i) notified the Borrower that it has or will incur Additional Costs or request compensation under Section 5.01, (ii) notified the Borrower that the making or maintaining of Eurodollar Loans is or will be illegal under Section 5.03, or (iii) required the Borrower to make payments for Taxes under Section 4.06, then the Borrower may, unless such Lender has notified the Borrower that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Commitment of such Lender (other than the Agent) (the "Terminated Lender") at any time at its sole expense upon five (5) Business Days' prior written notice to the Terminated Lender and effortthe Agent (such notice referred to herein as a "Notice of Termination").
(b) In order to effect the termination of the Commitment of the Terminated Lender, require any Lender the Borrower shall: (i) obtain an agreement with one or more Lenders to increase their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that has requested compensation from any Borrower such one or more other banking institutions are reasonably acceptable to the Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the "Replacement Lenders"), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under Section 2.15(aclauses (i) and (ii) above equal the Commitment of the Terminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "Termination Date"), and the Replacement Lender or Section 2.15(bReplacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender.
(d) On the Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or payments from any Borrower under Section 2.16Replacement Lenders (unless otherwise agreed, pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid), (ii) the obligation of which Borrower will pay the Terminated Lender the Additional Costs, compensation or Taxes accrued and owing prior to make or maintain LIBOR Loans has been suspended under Section 2.15(f)the Termination Date, (iii) that is a Defaulting Lenderthe Terminated Lender shall endorse its Note, payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders (as aforesaid), (iv) which had NAIC approval on the date it became Replacement Lender or Replacement Lenders shall purchase the Note held by the Terminated Lender (as aforesaid) at a party price equal to this Agreement the unpaid principal amount thereof plus interest and ceases fees accrued and unpaid to maintain such approval or otherwise shall lose such approval or the Termination Date, and (v) that is unable to Issue a Letter of Credit under Section 3.3(i), in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Replacement Lender or otherwise, the circumstances entitling Holdings Replacement Lenders will thereupon (pro rata as aforesaid) succeed to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority and be substituted in all respects for the account of any Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f12.06(b), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.the
Appears in 1 contract
Replacement Lenders. (a) Holdings If any Lender has notified Borrower and Administrative Agent of its incurring additional costs under SECTIONS 10.01 or 10.04, or has required Borrower to make payments for Taxes under SECTION 10.07, then Borrower may, unless such Lender has notified Borrower and Administrative Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Commitment of any Lender (other than Administrative Agent) (the "TERMINATED LENDER") at any time at its sole expense and effort, require any Lender (i) that has requested compensation from any Borrower under Section 2.15(a) or Section 2.15(b) or payments from any Borrower under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender, (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i), in any case upon five Business Days prior written notice to such the Terminated Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal notice referred to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, herein as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply"NOTICE OF TERMINATION").
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is required In order to pay any additional amount to any Lender or any Governmental Authority for effect the account termination of any Lender pursuant to Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another the Commitment of its offices, branches or affiliates, if, in the judgment of such Terminated Lender, such designation or assignment Borrower shall: (i) would eliminate obtain an agreement with one or reduce amounts payable pursuant more Lenders to Section 2.15(aincrease their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; PROVIDED, HOWEVER, THAT such one or more other banking institutions (referred to herein as the "REPLACEMENT LENDERS") agree to accept in whole or in part the Commitment of the Terminated Lender, are reasonably acceptable to all Agents, and become parties to this Agreement by executing an assignment in the form of attached EXHIBIT H, with appropriate insertions and modifications (an "ASSIGNMENT"), Section 2.15(bsuch that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf above equal the Commitment of the BorrowersTerminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, hereby agrees the date the termination will occur (the "LENDER TERMINATION DATE"), and the Replacement Lender or Replacement Lenders to pay all reasonable costs and expenses incurred by any which the Terminated Lender in connection with any such designation or assignmentwill assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender.
Appears in 1 contract
Replacement Lenders. (a) Holdings may, at any time at its sole expense and effort, require any If a Lender (i) that has requested compensation from any Borrower under Section 2.15(a) notified Unit and the Administrative Agent of the circumstances described in Sections 3.1 or Section 2.15(b) or payments from any Borrower under Section 2.163.4, (ii) the obligation of which has required Borrowers to make payments for Indemnified Taxes or maintain LIBOR Loans has been suspended Other Taxes under Section 2.15(f)3.3, (iii) that is becomes a Defaulting Lender, (iv) which had NAIC approval on the date it became is a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval Non-Extending Lender under Section 3.8, or (v) objects to an increase in the Borrowing Base proposed by the Administrative Agent under the provisions of Section 2.6.2, then Unit may, at its sole cost, expense and effort, within ninety (90) days of Unit’s learning of any of the items in (i) – (v) provided that is unable to Issue no Event of Default then exists, terminate, in whole but not in part, the Commitment of that Lender (other than the Administrative Agent) (a Letter of Credit under Section 3.3(i“Terminated Lender“), in any case upon on ten (10) days’ prior written notice to such the Terminated Lender and the Administrative Agent (a “Notice of Termination“) of Unit's decision under this Section 3.7. If, at any time during the ninety day period and before Unit issues a Notice of Termination, the Terminated Lender notifies Unit in writing that the circumstances giving rise to the notice, event or circumstance no longer apply or the Terminated Lender otherwise withdraws its request for additional compensation or approves the proposed Borrowing Base increase tendered by the Administrative Agent, as the case may be, then Unit will no longer be permitted to terminate the Commitment of that Lender by reason of the particular circumstances that no longer apply, the request that was withdrawn or the Borrowing Base increase that was approved, as the case may be. To effect the termination of the Commitment of the Terminated Lender, Unit will: obtain either or both (i) an agreement by one or more Lenders to increase their Commitment or Commitments or (ii) an agreement by one or more other banking or lending institutions to become parties to this Agreement in place and instead of Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that the new banking or lending institutions are reasonably acceptable to the Administrative Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the “Replacement Lenders“) without recourse from the Terminated Lender, and that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) and (ii) above equal the Commitment of the Terminated Lender. The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the “Lender Termination Date“), and within twenty (20) days of the Notice of Termination, Unit shall designate in writing the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender’s Commitment to be assigned to each Replacement Lender. On the Lender Termination Date, (i) the Terminated Lender shall by execution and delegatedelivery of an Assignment assign, without recourse (in accordance with recourse, its Commitment and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Loan Documents to an Eligible Assignee that shall assume such obligations the Replacement Lender or Replacement Lenders (which Eligible Assignee may be another pro rata, if there is more than one Replacement Lender, in proportion to the Pro Rata Share of the Terminated Lender’s Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if a Lender accepts such assignmentany) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
, (ii) such the Terminated Lender shall have received payment endorse its Note, if any, payable without recourse, representation or warranty to the order of an amount the Replacement Lender or Replacement Lenders (Pro Rata Share as aforesaid), (iii) the Replacement Lender or Replacement Lenders shall purchase the Note, if any, or Commitment held by the Terminated Lender (pro rata as aforesaid) at a price equal to the outstanding unpaid principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents amount (including any amounts under Section 2.17its participation in and Pro Rata Share of the LC Exposure) from the assignee (plus interest, facility fees, Commitment Fee and other fees accrued and unpaid to the extent of such outstanding principal Lender Termination Date, and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) the Replacement Lender or Replacement Lenders will thereon (pro rata as aforesaid) succeed to and be substituted in all respects for the case Terminated Lender with like effect as if becoming a Lender under the terms of Section 14.3, and the Terminated Lender will have the rights and benefits of an assignor under Section 14.3. To the extent not in conflict, the terms of Section 14.3 shall supplement the provisions of this Section 3.7. For each assignment made under this Section 3.7, the Replacement Lender shall pay to the Agent the processing fee provided for in Section 14.3. The Borrower will be responsible for the concurrent payment of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict breakage costs associated with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior theretotermination and Replacement Lenders, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to applyset forth in Section 3.5.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
Appears in 1 contract
Samples: Senior Credit Agreement (Unit Corp)
Replacement Lenders. Upon the occurrence of any event giving rise to the operation of Section 1.07(a)(ii) or (aiii), Section 1.07(c) Holdings may, at any time at its sole expense and effort, require or Section 2.06 with respect to any Lender which results in such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders or (y) in the case of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Lenders as provided in Section 11.12, the Borrower shall have the right, if no Default or Event of Default then exists or, in the case of clause (y) above, would exist after giving effect to such replacement, to replace such Lender (the "Replaced Lender") with one or more other Eligible Transferees (collectively, the "Replacement Lender"), each of whom shall be acceptable to the Administrative Agent; PROVIDED that (i) that has requested compensation from at the time of any Borrower under Section 2.15(a) or Section 2.15(b) or payments from any Borrower under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender, (iv) which had NAIC approval on the date it became a party replacement pursuant to this Agreement Section 1.10, the Replacement Lender shall enter into one or more Assignment and ceases Assumption Agreements pursuant to maintain such approval or otherwise Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall lose such approval or (v) that is unable to Issue a Letter acquire the outstanding Loans of Credit under Section 3.3(i)the Replaced Lender and, in any case upon notice to such Lender and the Administrative Agentconnection therewith, to assign and delegate, without recourse (in accordance with and subject shall pay to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Replaced Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loansof, L/C Disbursements and any L/C Advances, all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender and (B) an amount equal to all accrued, but theretofore unpaid, fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (owing to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Replaced Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, and (ii) all obligations of the Borrower then owing to the Replaced Lender (other than those specifically described in each case would not subject such Lender to any unreimbursed cost clause (i) above in respect of which the assignment purchase price has been, or expense and would not otherwise is concurrently being, paid, but including all amounts, if any, owing under Section 1.08) shall be disadvantageous paid in full to such Replaced Lender, concurrently with such replacement. Holdings, on behalf Upon the execution of the Borrowersrespective Assignment and Assumption Agreements, hereby agrees the payment of amounts referred to pay all reasonable costs in clauses (i) and expenses incurred (ii) above, recordation of the assignment on the Register by any the Administrative Agent pursuant to Section 11.15 and, if so requested by the Replacement Lender, of the appropriate Note or Notes executed by the Borrower, the Replacement Lender in connection shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with any respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.07, 1.08, 2.06, 11.01 and 11.06), which shall survive as to such designation or assignmentReplaced Lender.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Alpine Group Inc /De/)
Replacement Lenders. (a) Holdings The Borrower may, at any time at its sole expense and effortso long as no Default or Event of Default has then occurred and is continuing, require replace any Lender (i) that has requested compensation from any the Borrower under Section 2.15(a) 2.15 or Section 2.15(b) or payments from any Borrower under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), 2.15(d) or (iii) that is a Defaulting Lendershall refuse to fund, (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose default in the funding, of its ratable share of any Borrowing requested and permitted to be made hereunder and such approval refusal has not been withdrawn or such default has not been cured within three (v3) that is unable to Issue a Letter of Credit under Section 3.3(i)Business Days after the Borrower has given such Lender written notice thereof, in any case upon under clauses (i) through (iii) above by written notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all Agent identifying one or more Persons each of its interests, rights and obligations under this Agreement and the related Credit Documents to which shall be an Eligible Assignee that shall assume and reasonably acceptable to the Administrative Agent (each, a “Replacement Lender,” and collectively, the “Replacement Lenders”) to replace such obligations Lender (which Eligible Assignee may be another the “Replaced Lender, if a Lender accepts such assignment”); provided that:
that (ia) the notice from the Borrower to the Replaced Lender and the Administrative Agent provided for hereinabove shall have received specify an effective date for such replacement (the assignment fee specified in Section 11.6(b)(iv“Replacement Effective Date”);
, which shall be at least five (ii5) Business Days after such notice is given, (b) as of the relevant Replacement Effective Date, each Replacement Lender shall have received payment enter into an Assignment and Acceptance with the Replaced Lender pursuant to Section 10.7, pursuant to which such Replacement Lenders collectively shall acquire, in such proportion among them as they may agree with the Borrower and the Administrative Agent, all (but not less than all) of the Commitment and outstanding Loans of the Replaced Lender, and, in connection therewith, shall pay (x) to the Replaced Lender, as the purchase price in respect thereof, an amount equal to the outstanding sum as of the Replacement Effective Date (without duplication) of (1) the unpaid principal of its Loansamount of, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable accrued but unpaid interest on, all outstanding Loans of the Replaced Lender and (2) all accrued but unpaid fees owing to it hereunder and the Replaced Lender under Section 2.8(b), (y) to the other Credit Documents (including Administrative Agent, for its own account, any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary owing to the Administrative Agent by the Replaced Lender under Section 2.3(b), and either cancelled and/or exchanged for new (c) all other obligations of the Borrower owing to the Replaced Lender (other than those specifically described in clause (b) above in respect of which the assignment purchase price has been, or amended Syndicated Letters of Credit is concurrently being, paid), including, without limitation, amounts payable under Sections 2.15(a) and (b) which give effect to such assignment (it being understood that rise to the extent the respective beneficiaries whose consent is required do not consent to replacement of such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation Replaced Lender and amounts payable under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, 2.17 as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is actions required to pay any additional amount be taken under this Section 2.18, shall be paid in full by the Borrower to any the Replaced Lender on or any Governmental Authority for prior to the account of any Lender pursuant to Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentReplacement Effective Date.
Appears in 1 contract
Replacement Lenders. (a) Holdings may, at any time at its sole expense and effort, require any Lender (i) that has requested compensation from any Borrower under Section 2.15(a) or Section 2.15(b) or payments from any Borrower under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender, (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i3.4(i), in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
Appears in 1 contract
Samples: Credit Agreement (Allied World Assurance Co Holdings, AG)
Replacement Lenders. (a) Holdings If any Lender has notified the Borrower and the Administrative Agent of its incurring Additional Costs under Section 5.01 or has required the Borrower to make payments for Taxes under Section 4.06, then the Borrower may, unless such Lender has notified the Borrower and the Administrative Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Commitment of any Lender (other than the Administrative Agent) (the “Terminated Lender”) at any time at its sole expense upon five (5) Business Days’ prior written notice to the Terminated Lender and effortthe Administrative Agent (such notice referred to herein as a “Notice of Termination”).
(b) In order to effect the termination of the Commitment of the Terminated Lender, require any Lender the Borrower shall: (i) obtain an agreement with one or more Lenders to increase their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that has requested compensation from any Borrower such one or more other banking institutions are reasonably acceptable to the Administrative Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the “Replacement Lenders”), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under Section 2.15(aclauses (i) and (ii) above equal the Commitment of the Terminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the “Lender Termination Date”), and the Replacement Lender or Section 2.15(bReplacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender’s Commitment to be assigned to each Replacement Lender.
(d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or payments from any Borrower under Section 2.16Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender’s Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid), (ii) the obligation Terminated Lender shall endorse its Note, payable without recourse, representation or warranty to the order of which to make the Replacement Lender or maintain LIBOR Loans has been suspended under Section 2.15(fReplacement Lenders (pro rata as aforesaid), (iii) that is the Replacement Lender or Replacement Lenders shall purchase the Note held by the Terminated Lender (pro rata as aforesaid) at a Defaulting Lenderprice equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) which had NAIC approval on the date it became Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a party Lender pursuant to this Agreement the terms of Section 12.06(b), and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter the Terminated Lender will have the rights and benefits of Credit an assignor under Section 3.3(i12.06(b). To the extent not in conflict, in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to terms of Section 12.06(b) shall supplement the restrictions contained in, and consents required by, provisions of this Section 11.65.06(d), all of its interests, rights and obligations . For each assignment made under this Agreement and Section 5.06, the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Replacement Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary pay to the Administrative Agent and either cancelled and/or exchanged the processing fee provided for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.12.06
Appears in 1 contract
Samples: Credit Agreement (Georesources Inc)
Replacement Lenders. (a) Holdings may, at any time at its sole expense and effort, require If any Lender (i) that has requested makes a demand for compensation from any Borrower under pursuant to Section 2.15(a5.8(a), Section 5.8(b) or Section 2.15(b5.8(c), (ii) notifies the Agent of the unlawfulness of such Lender making or maintaining Eurodollar Loans as provided in Section 5.9, (iii) requests the Borrowers to make payments from for Taxes or Other Taxes pursuant to Section 5.14, or (iv) gives the Agent notice as provided in Section 5.16(b) that it is unwilling to extend the Maturity Date or fails to provide approval of such extension, then in any Borrower such event the Company may, unless such Lender has notified the Company that the circumstances giving rise to such event no longer apply, terminate, in whole but not in part, the Commitments of such Lender (the "Terminated Lender") at any time upon five Business Days' prior written notice to the Terminated Lender and the Agent (such notice referred to herein as a "Notice of Termination").
(b) In order to effect the termination of the Commitments of a Terminated Lender, the Company shall (i) obtain an agreement with one or more Lenders to increase their Commitments or (ii) request any one or more other Persons to become a "Lender" in place and instead of such Terminated Lender and agree to accept its Commitments subject to the terms hereof or (iii) a reduction under Section 2.165.5(a); provided, such one or more other such Persons are Eligible Assignees and become parties by executing an Assignment and Acceptance and (the Lenders or other Persons that agree to accept in whole or in part the Commitments being referred to herein as the "Replacement Lenders"), such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) and (ii) above equal the Commitments of the Terminated Lenders.
(c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the "Termination Date"), the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitments, and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitments to be assigned to each Replacement Lender.
(d) The Termination Date shall not occur until all of the following shall have been satisfied: (i) the Terminated Lender shall by execution and delivery of an Assignment and Acceptance assign its Commitments to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitments to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders its then outstanding Loans so assigned then outstanding (pro rata as aforesaid), (ii) the obligation Terminated Lender shall endorse its applicable Note(s), payable without recourse, representation or warranty to the order of which to make the Replacement Lender or maintain LIBOR Loans has been suspended under Section 2.15(fReplacement Lenders (pro rata as aforesaid), (iii) that is the Replacement Lender or Replacement Lenders shall purchase the Note(s) held by the Terminated Lender (pro rata as aforesaid) at a Defaulting Lenderprice equal to the unpaid principal amount thereof plus interest and fees accrued and unpaid to the Termination Date, (iv) the Company and each of its Subsidiaries shall, upon request, execute and deliver, at its own expense, new Notes to the Replacement Lenders in accordance with their respective interests, which had NAIC approval on new Notes will be in replacement of and not in addition to the date it became a party Notes assigned and endorsed to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or the Replacement Lenders by the Terminated Lender (v) that is unable the Company shall, upon request, pay any compensation due to Issue a Letter of Credit the Terminated Lender under Section 3.3(i), in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject 5.17(a) to the restrictions contained in, extent not previously paid to the Agent or Floor Plan Agent and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(ivi) the Administrative Agent shall have received Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the assignment fee specified in Section 11.6(b)(iv);
(ii) such Terminated Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal assignment from and accrued interest and fees) or any Borrower (in after such date with the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving like effect to the such assignment or, as if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from becoming a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the terms of Section 2.1613.3. To the extent not in conflict, or if any Lender gives a notice pursuant to the terms of Section 2.15(f), then such Lender 13.3 shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another supplement the provisions 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 this Section 2.15(a), Section 2.15(b) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment5.17.
Appears in 1 contract
Samples: Revolving Credit Agreement (Asbury Automotive Group Inc)
Replacement Lenders. (a) Holdings may, at any time at its sole expense and effort, require any Lender If (i) that any Lender has requested compensation from any notified the Borrower and the Agent of its incurring Additional Costs under Section 2.15(a) or Section 2.15(b) or payments from any Borrower under Section 2.165.01, (ii) any Lender has required the obligation of which Borrower to make or maintain LIBOR Loans has been suspended payments for Taxes under Section 2.15(f)4.06, or (iii) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Majority Lenders and such amendment, waiver or other modification is a Defaulting Lenderconsented to by the Majority Lenders, (iv) which had NAIC approval on then the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i)Borrower may, in whole but not in part, terminate the Commitment of any case such Lender (other than the Agent) (the “Terminated Lender”) at any time upon five (5) Business Days’ prior written notice to such the Terminated Lender and the Administrative Agent, Agent (such notice referred to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all herein as a “Notice of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignmentTermination”); provided however, that:
(i) , if prior to any such transfer and assignment the Administrative Agent shall have received the assignment fee specified circumstances or event that resulted in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts Lender’s claim for Additional Costs under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) 5.01 or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation Taxes under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply.
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or 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 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements 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 2.15(a), Section 2.15(b) or Section 2.164.06, as the case may be, in the futurecease to cause such Lender to incur Additional Costs, or eliminate cease to result in amounts being payable under Section 4.06, as the need for case may be, or if such Lender shall waive its right to claim Additional Costs under Section 5.01 in respect of such circumstances or event, or shall waive its right to require further payments under Section 4.06 in respect of such circumstances or event, or shall consent to the notice pursuant proposed amendment, waiver, consent or other modification, as the case may be, then such Lender shall not thereafter be required to Section 2.15(fmake any such transfer and assignment hereunder.
(b) In order to effect the termination of the Commitment of the Terminated Lender, the Borrower shall: (i) obtain an agreement with one or more Lenders to increase their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that such one or more other banking institutions are reasonably acceptable to the Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the “Replacement Lenders”), as applicable, such that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) 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. Holdings, on behalf above equal the Commitment of the BorrowersTerminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, hereby agrees the date the termination will occur (the “Lender Termination Date”), and the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender’s Commitment to be assigned to each Replacement Lender.
(d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment assign its Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender’s Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid), (ii) the Terminated Lender shall endorse its Note, payable without recourse, representation or warranty to the order of the Replacement Lender or Replacement Lenders (pro rata as aforesaid), (iii) the Replacement Lender or Replacement Lenders shall purchase the Note held by the Terminated Lender (pro rata as aforesaid) at a price equal to the unpaid principal amount thereof plus interest and facility and other fees accrued and unpaid to the Lender Termination Date, and (iv) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 12.06(b). To the extent not in conflict, the terms of Section 12.06(b) shall supplement the provisions of this Section 5.06(d). For each assignment made under this Section 5.06, the Replacement Lender shall pay all reasonable to the Agent the processing fee provided for in Section 12.06(b). The Borrower will be responsible for the payment of any actual breakage costs associated with termination and expenses incurred by any Lender Replacement Lenders, as set forth in connection with any such designation or assignmentSection 5.05.
Appears in 1 contract
Replacement Lenders. (a) Holdings If any Lender has notified the Borrower and the Agent of its incurring additional costs under Section 5.01 or has required the Borrower to make payments for Taxes under Section 4.06, then the Borrower may, unless such Lender has notified the Borrower and the Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Commitment of any Lender (other than the Agent) (the "TERMINATED LENDER") at any time at its sole expense and effort, require any Lender (i) that has requested compensation from any Borrower under Section 2.15(a) or Section 2.15(b) or payments from any Borrower under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender, (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i), in any case upon five Business Days' prior written notice to such the Terminated Lender and the Administrative Agent, Agent (such notice referred to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, herein as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply"NOTICE OF TERMINATION").
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is required In order to pay any additional amount to any Lender or any Governmental Authority for effect the account termination of any Lender pursuant to Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another the Commitment of its offices, branches or affiliates, if, in the judgment of such Terminated Lender, such designation or assignment the Borrower shall: (i) would eliminate obtain an agreement with one or reduce amounts payable pursuant more Lenders to Section 2.15(aincrease their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; provided, however, that such one or more other banking institutions are reasonably acceptable to the Agent and each Issuing Bank and become parties by executing an Assignment Agreement (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the "REPLACEMENT LENDERS"), Section 2.15(bsuch that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf above equal the Commitment of the BorrowersTerminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, hereby agrees the date the termination will occur (the "LENDER TERMINATION DATE"), and the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender.
(d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment Agreement assign at full face value its Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lender's Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid) and (ii) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 12.06(b). To the extent not in conflict, the terms of Section 12.06(b) shall supplement the provisions of this Section 5.06(d). For each assignment made under this Section 5.06, the Replacement Lender shall pay to the Agent the processing fee provided for in Section 12.06(b). The Borrower will be responsible for the payment to the Terminated Lender, all reasonable costs amounts payable under Section 4.06 and expenses incurred by any Lender in connection Section 5.01, together with any such designation or assignmentbreakage costs associated with termination and Replacement Lenders, as set forth in Section 5.05.
Appears in 1 contract
Replacement Lenders. (a) Holdings If any Lender has notified the Borrower and the Agent of its incurring additional costs under Section 5.01 or has required the Borrower to make payments for Taxes under Section 4.06, then the Borrower may, unless such Lender has notified the Borrower and the Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Commitment of such Lender (other than the Agent) (the "TERMINATED LENDER") at any time at its sole expense and effort, require any Lender upon five (i5) that has requested compensation from any Borrower under Section 2.15(a) or Section 2.15(b) or payments from any Borrower under Section 2.16, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f), (iii) that is a Defaulting Lender, (iv) which had NAIC approval on the date it became a party to this Agreement and ceases to maintain such approval or otherwise shall lose such approval or (v) that is unable to Issue a Letter of Credit under Section 3.3(i), in any case upon Business Days' prior written notice to such the Terminated Lender and the Administrative Agent, Agent (such notice referred to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Administrative Agent shall have received the assignment fee specified in Section 11.6(b)(iv);
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, L/C Disbursements and any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.17) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or any Borrower (in the case of all other amounts);
(iii) no assignment pursuant to this Section 2.18 shall be effective until all of the then outstanding Syndicated Letters of Credit are either amended giving effect to the such assignment or, if required, returned by each respective beneficiary to the Administrative Agent and either cancelled and/or exchanged for new or amended Syndicated Letters of Credit which give effect to such assignment (it being understood that to the extent the respective beneficiaries whose consent is required do not consent to such assignment, such assignment cannot occur);
(iv) in the case of any such assignment resulting from a request for compensation under Section 2.15(a) or Section 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments thereafter; and
(v) such assignment does not conflict with applicable Requirements of Law. A Lender shall not be required to make any such assignment if, prior thereto, herein as a result of a waiver by such Lender or otherwise, the circumstances entitling Holdings to require such assignment cease to apply"NOTICE OF TERMINATION").
(b) If any Lender requests compensation under Section 2.15(a) or Section 2.15(b), or any Borrower is required In order to pay any additional amount to any Lender or any Governmental Authority for effect the account termination of any Lender pursuant to Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Disbursements hereunder or to assign its rights and obligations hereunder to another the Commitment of its offices, branches or affiliates, if, in the judgment of such Terminated Lender, such designation or assignment the Borrower shall: (i) would eliminate obtain an agreement with one or reduce amounts payable pursuant more Lenders to Section 2.15(aincrease their Commitment or Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Commitment or Commitments; PROVIDED, HOWEVER, that such one or more other banking institutions are reasonably acceptable to the Agent and become parties by executing an Assignment (the Lenders or other banking institutions that agree to accept in whole or in part the Commitment of the Terminated Lender being referred to herein as the "REPLACEMENT LENDERS"), Section 2.15(bsuch that the aggregate increased and/or accepted Commitments of the Replacement Lenders under clauses (i) or Section 2.16, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, 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. Holdings, on behalf above equal the Commitment of the Borrowers, hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignmentTerminated Lender.
Appears in 1 contract
