Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, (iii) OMITTED, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers shall have the right at Borrowers' option, with the consent of the Agent (which consent will not be unreasonably withheld), to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's Commitment within ninety (90) days after (w) receipt of such Lender's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5. 6.1 [Increased Costs, Etc.], (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED that the Borrowers shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDED, however, that the Commitment of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender acceptable to the Agent; PROVIDED, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Agent may only be replaced subject to the requirements of Section
Appears in 1 contract
Samples: Credit Agreement (Newtech Corp)
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] 3.4 or Section 5.6.1 [Increased Costs, Etc.]4.6.1, (ii) does not fund any Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such LenderLoan in accordance with Section 2.6.1, (iii) OMITTEDdoes not approve any action as to which consent of the Required Lenders is requested by a Borrower and obtained hereunder, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), and provided no Event of Default or Potential Default has occurred and is continuing, then the Borrowers such Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Agent, which consent will shall not be unreasonably withheld), to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's Commitment within ninety (90) days after (w) receipt of such Lender's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] 3.4 or 5.
6.1 [Increased Costs, Etc.]4.6.1, (x) the date such Lender has failed to fund any Revolving Credit Loans because the making of such Loans would contravene Law applicable to such LenderLoan in accordance with Section 2.6.1, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers such Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] 4.6 and any accrued interest due on such amount and any related feesfees and any other Obligations owed to such Lender; PROVIDEDprovided, however, that the Commitment of such Lender shall may be assumed and provided by one or more of the remaining Lenders or a replacement lender bank acceptable to the Agent; PROVIDEDprovided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Agent may only be replaced subject to the requirements of SectionSection 9.13 and provided that all Letters of Credit have expired or been terminated or replaced.
Appears in 1 contract
Samples: Revolving Credit Facility Credit Agreement (Brady Corp)
Replacement of a Lender. In Subject to the event any Lender second and third paragraphs of this Section 10.5, if:
(i) gives notice a Revolving Loan Lender requests compensation under Sections 10.1(a) and (b) or Section 10.4 and other Lenders holding Revolving Loan Commitments equal to at least one-third of the Total Revolving Loan Commitments shall not have made a similar request;
(ii) a Term Loan Lender requests compensation under Sections 10.1(a) and (b) or Section 10.4 and other Lenders holding Term Loans of the same Tranche equal to at least one-third of the aggregate outstanding Term Loans of such Tranche shall not have made a similar request;
(iii) the obligation of a Lender to make LIBO Rate Loans or to Convert Base Rate Loans into LIBO Rate Loans shall be suspended pursuant to Sections 10.1(e) or (f) in circumstances in which such obligations of other Lenders holding Revolving Loan Commitments and Term Loans equal to at least one-third of all Revolving Loan Commitments and the aggregate outstanding Term Loans shall not have been suspended;
(iv) a Lender becomes an Impacted Lender;
(v) a Revolving Loan Lender is prohibited or restricted from making Loans in the jurisdiction of an Applicant Borrower and other Revolving Loan Lenders holding Revolving Loan Commitments equal to at least 50% of the aggregate Revolving Loan Commitments shall not be subject to any such prohibition or restriction; or
(vi) any Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent becomes a Non-Consenting Lender, then so long as such condition occurs and is continuing the Administrative Agent (i) may replace such Lender (the “Affected Lender”), or cause such Affected Lender to be replaced, or (ii) upon the written request of AGCO, the Administrative Agent shall replace such Affected Lender with an Eligible Assignee identified by AGCO (the “Replacement Lender”), by having such Affected Lender sell and assign all of its rights and obligations under this Agreement and the other Loan Documents (including for purposes of this Section, participations in Letters of Credit, Letter of Credit Advances and in Swing Line Loans) to the Replacement Lender pursuant to Section 9.6; provided that (i) in the case of any such assignment resulting from a claim for compensation under Section 4.4 [Euro-Rate Unascertainable10.1 or payments required to be made pursuant to Section 10.4, Etc.] such assignment will result in a reduction in such compensation or Section 5.6.1 [Increased Costs, Etc.]payments thereafter, (ii) does not fund Revolving Credit in case of any such assignment resulting from the suspension of the obligation of a Lender to make LIBO Rate Loans because or to Convert Base Rate Loans into LIBO Rate Loans pursuant to Sections 10.1(e) or (f), such assignment will result in the making revocation of such Loans would contravene any Law applicable to such Lendersuspension, (iii) OMITTEDsuch assignment does not conflict with Applicable Law, or and (iv) becomes subject in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the Replacement Lender shall have consented to the control of an Official Body (other than normal and customary supervision)applicable amendment, then the Borrowers shall have the right at Borrowers' option, with the consent of the Agent (which consent will not be unreasonably withheld), to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's Commitment within ninety (90) days after (w) receipt of such Lender's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] waiver or 5.
6.1 [Increased Costs, Etc.], (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicableconsent; PROVIDED that the Borrowers shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDEDprovided, however, that neither the Commitment Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement Lender for the Borrowers (it being expressly agreed that in such circumstances it AGCO’s obligation to identify or locate a Replacement Lender). Upon receipt by any Affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or AGCO is exercising the replacement right set forth in this Section, such Affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Loan Documents (including for purposes of this Section, participations in Letters of Credit, Letter of Credit Advances and in Swing Line Loans) to the Replacement Lender pursuant to an Assignment and Assumption and Section 9.6 for a purchase price equal to the sum of the principal amount of such Lender shall be assumed Affected Lender’s Loans so sold and provided by one or more assigned, all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through the remaining Lenders or a replacement lender acceptable assignment date. Subject to the Agent; PROVIDED, further, execution and delivery to the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Administrative Agent and the Collateral Agent may only be replaced subject Affected Lender by the Replacement Lender of an Assignment and Assumption (and the approval thereof by the applicable Persons specified in Section 9.6(b)(iv)) and the payment to the requirements Administrative Agent by AGCO on behalf of Sectionsuch Affected Lender of the assignment fee specified in Section 9.6(b)(v) and any costs as a result of the assignment pursuant to Section 10.2, the Replacement Lender shall succeed to the rights and obligations of such Affected Lender hereunder and such Affected Lender shall no longer be a party hereto or have any rights hereunder; provided that the obligations of the Borrowers to such Affected Lender under Sections 10.1, 10.3 and 10.4 with respect to events occurring or obligations arising before or as a result of such replacement shall survive such replacement. AGCO may not exercise its rights under this Section 10.5(b) with respect to any Lender if a Default has occurred and is continuing.
Appears in 1 contract
Samples: Credit Agreement (Agco Corp /De)
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, or (iii) OMITTED, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Paying Agent, which consent will shall not be unreasonably withheld), to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's ’s Commitment within ninety (90) days after (wx) receipt of such Lender's ’s notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.
6.1 5.6.1 [Increased Costs, Etc.], (xy) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDEDprovided, however, that the Commitment of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender bank acceptable to the Paying Agent; PROVIDEDprovided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Paying Agent may only be replaced subject to the requirements of SectionSection 10.14 [Successor Agents] and provided that all Letters of Credit have expired or been terminated or replaced.
Appears in 1 contract
Samples: Credit Agreement (Consol Energy Inc)
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 3.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 4.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, (iii) OMITTED, becomes a Nonconsenting Lender or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Agent, which consent will shall not be unreasonably withheld), to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's ’s Commitment within ninety (90) days after (w) receipt of such Lender's ’s notice under Section 4.4 3.4 [Euro-Rate Unascertainable, Etc.] or 5.
6.1 4.6.1 [Increased Costs, Etc.], (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, becomes a Nonconsenting Lender or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided, that the Borrowers Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDEDprovided, however, that the Commitment of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender bank acceptable to the Agent; PROVIDED, provided further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Agent may only be replaced subject to the requirements of SectionSection 9.14 [Successor Agent] and provided, that all Letters of Credit have expired or been terminated or replaced or cash-collateralized.
Appears in 1 contract
Samples: Revolving Credit Facility (Penn Virginia Resource Partners L P)
Replacement of a Lender. In Subject to the event any Lender second and third paragraphs of this Section 10.5, if:
(i) gives notice a Revolving Loan Lender requests compensation under Sections 10.1(a) and (b) or Section 10.4 and other Lenders holding Revolving Loan Commitments equal to at least one-third of the Total Revolving Loan Commitments shall not have made a similar request;
(ii) a Term Loan Lender requests compensation under Sections 10.1(a) and (b) or Section 10.4 and other Lenders holding Term Loans of the same Tranche equal to at least one-third of the aggregate outstanding Term Loans of such Tranche shall not have made a similar request;
(iii) the obligation of a Lender to make LIBO Rate Loans or to Convert Base Rate Loans into LIBO Rate Loans shall be suspended pursuant to Sections 10.1(e) or (f) in circumstances in which such obligations of other Lenders holding Revolving Loan Commitments and Term Loans equal to at least one-third of all Revolving Loan Commitments and the aggregate outstanding Term Loans shall not have been suspended;
(iv) a Lender becomes a Defaulting Lender;
(v) a Revolving Loan Lender is prohibited or restricted from making Loans in the jurisdiction of an Applicant Borrower and other Revolving Loan Lenders holding Revolving Loan Commitments equal to at least 50% of the aggregate Revolving Loan Commitments shall not be subject to any such prohibition or restriction; or
(vi) any Lender that is not the Administrative Agent or an Affiliate of the Administrative Agent becomes a Non-Consenting Lender, then so long as such condition occurs and is continuing the Administrative Agent (i) may replace such Lender (the “Affected Lender”), or cause such Affected Lender to be replaced, or (ii) upon the written request of AGCO, the Administrative Agent shall replace such Affected Lender with an Eligible Assignee identified by AGCO (the “Replacement Lender”), by having such Affected Lender sell and assign all of its rights and obligations under this Agreement and the other Loan Documents (including for purposes of this Section, participations in Letters of Credit, Letter of Credit Advances and in Swing Line Loans) to the Replacement Lender pursuant to Section 9.6; provided that (i) in the case of any such assignment resulting from a claim for compensation under Section 4.4 [Euro-Rate Unascertainable10.1 or payments required to be made pursuant to Section 10.4, Etc.] such assignment will result in a reduction in such compensation or Section 5.6.1 [Increased Costs, Etc.]payments thereafter, (ii) does not fund Revolving Credit in case of any such assignment resulting from the suspension of the obligation of a Lender to make LIBO Rate Loans because or to Convert Base Rate Loans into LIBO Rate Loans pursuant to Sections 10.1(e) or (f), such assignment will result in the making revocation of such Loans would contravene any Law applicable to such Lendersuspension, (iii) OMITTEDsuch assignment does not conflict with Applicable Law, or and (iv) becomes subject in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the Replacement Lender shall have consented to the control of an Official Body (other than normal and customary supervision)applicable amendment, then the Borrowers shall have the right at Borrowers' option, with the consent of the Agent (which consent will not be unreasonably withheld), to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's Commitment within ninety (90) days after (w) receipt of such Lender's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] waiver or 5.
6.1 [Increased Costs, Etc.], (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicableconsent; PROVIDED that the Borrowers shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDEDprovided, however, that neither the Commitment Administrative Agent nor any Lender shall have any obligation to identify or locate a Replacement Lender for the Borrowers (it being expressly agreed that in such circumstances it AGCO’s obligation to identify or locate a Replacement Lender). Upon receipt by any Affected Lender of a written notice from the Administrative Agent stating that the Administrative Agent or AGCO is exercising the replacement right set forth in this Section, such Affected Lender shall sell and assign all of its rights and obligations under this Agreement and the other Loan Documents (including for purposes of this Section, participations in Letters of Credit, Letter of Credit Advances and in Swing Line Loans) to the Replacement Lender pursuant to an Assignment and Assumption and Section 9.6 for a purchase price equal to the sum of the principal amount of such Lender shall be assumed Affected Lender’s Loans so sold and provided by one or more assigned, all accrued and unpaid interest thereon and its ratable share of all fees to which it is entitled through the remaining Lenders or a replacement lender acceptable assignment date. Subject to the Agent; PROVIDED, further, execution and delivery to the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Administrative Agent and the Collateral Agent may only be replaced subject Affected Lender by the Replacement Lender of an Assignment and Assumption (and the approval thereof by the applicable Persons specified in Section 9.6(b)(iv)) and the payment to the requirements Administrative Agent by AGCO on behalf of Sectionsuch Affected Lender of the assignment fee specified in Section 9.6(b)(v) and any costs as a result of the assignment pursuant to Section 10.2, the Replacement Lender shall succeed to the rights and obligations of such Affected Lender hereunder and such Affected Lender shall no longer be a party hereto or have any rights hereunder; provided that the obligations of the Borrowers to such Affected Lender under Sections 10.1, 10.3 and 10.4 with respect to events occurring or obligations arising before or as a result of such replacement shall survive such replacement. AGCO may not exercise its rights under this Section 10.5(b) with respect to any Lender if a Default has occurred and is continuing.
Appears in 1 contract
Samples: Credit Agreement (Agco Corp /De)
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] 3.4 or Section 5.6.1 [Increased Costs, Etc.]4.6.1, (ii) does not fund any Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such LenderLoan in accordance with Section 2.6.1, (iii) OMITTEDdoes not approve any action as to which consent of the Required Lenders is requested by a Borrower and obtained hereunder, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), and provided no Event of Default or Potential Default has occurred and is continuing, then the Borrowers such Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Agent, which consent will shall not be unreasonably withheld), to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's Commitment within ninety (90) days after (w) receipt of such Lender's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] 3.4 or 5.
6.1 [Increased Costs, Etc.]4.6.1, (x) the date such Lender has failed to fund any Revolving Credit Loans because the making of such Loans would contravene Law applicable to such LenderLoan in accordance with Section 2.6.1, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers such Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] 4.6 and any accrued interest due on such amount and any related feesfees and any other Obligations owed to such Lender; PROVIDEDprovided, however, that the Commitment of such Lender shall may be assumed and provided by one or more of the remaining Lenders or a replacement lender bank acceptable to the Agent; PROVIDEDprovided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Agent 44 55 may only be replaced subject to the requirements of SectionSection 9.13 and provided that all Letters of Credit have expired or been terminated or replaced.
Appears in 1 contract
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 [EuroLIBO-Rate Unascertainable, Etc.] or Section 5.6.1 4.06(a) [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, or (iii) OMITTED, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Agent, which consent will shall not be unreasonably withheld), to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's Commitment within ninety (90) days after (wx) receipt of such Lender's notice under Section 4.4 3.04 [EuroLIBO-Rate Unascertainable, Etc.] or 5.
6.1 Section 4.06(a) [Increased Costs, Etc.], (xy) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 4.06 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDEDprovided, however, that the Commitment of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender bank acceptable to the Agent; PROVIDEDprovided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Agent may only be replaced subject to the requirements of Section
Appears in 1 contract
Samples: Credit Agreement (Too Inc)
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 3.4 [Euro-Rate Unascertainable, Etcetc.] or Section 5.6.1 4.5.1 [Increased Costs, Etcetc.], or (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, (iii) OMITTED, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Administrative Agent, which consent will shall not be unreasonably withheldwithheld (except that during any period when an Event of Default exists and is continuing, the Administrative Agent may withhold such consent in its sole discretion), to prepay the Term Loans of such Lender in whole, together with all interest and fees accrued thereon, thereon and terminate such Lender's Commitment within ninety (90) days after (w) receipt of such Lender's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.all other amounts due and payable to such
6.1 5.1 [Increased Costs, Etcetc.], (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 4.5 [Additional Compensation in Certain Circumstances] (except that the Borrower shall not be required to indemnify such Lender for liabilities, losses or expenses under Section 4.5.2(i) sustained by such Lender as a consequence of the prepayment of the Term Loans of such Lender in accordance with this Section 4.4.2 on a day other than the last day of an Interest Period with respect to Term Loans to which a Euro-Rate Option applies if the Term Loans of such Lender are being prepaid because such Lender has determined that the making, maintenance or funding of such Term Loans by such Lender under the Euro-Rate Option has been made unlawful or because such Lender has become subject to the control of an Official Body) and any accrued interest due on such amount and any related fees; PROVIDEDprovided, however, that the Commitment and any Term Loan of such Lender shall be assumed and provided by one or more of the remaining Lenders at its sole discretion or a replacement lender acceptable to the Administrative Agent; PROVIDED, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Administrative Agent may only be replaced subject to the requirements of SectionSection 9.14 [Successor Agents].
Appears in 1 contract
Samples: Credit Agreement (Arch Coal Inc)
Replacement of a Lender. In the event that any Lender (ithe "Affected Lender"):
(a) gives notice fails to make or maintain any Libor Rate Loans because any present or future law, regulation, treaty or directive or in the interpretation or application thereof shall make it unlawful for such Lender to make or maintain any such Libor Rate Loans;
(b) is not entitled to receive payments of the Obligations payable to it without deduction of any federal withholding taxes; or
(c) demands payment of any material amounts under the provisions of Section 4.4 [Euro-Rate Unascertainable, Etc.] 4.8 or Section 5.6.1 [Increased Costs4.9; then, Etc.]so long as no Event of Default exists, the Borrowers shall have the right to direct that the Affected Lender be removed from the lending group, in which event, (iia) does not fund Revolving Credit Loans because such Affected Lender's Commitment may be assigned and transferred to a replacement Eligible Assignee (which may be an existing Lender) that is reasonably satisfactory to the making of such Loans would contravene any Law applicable to such Administrative Agent and the Borrower (the "Replacement Lender, (iii") OMITTED, or (ivb) becomes subject to if a Replacement Lender is not engaged and the control sum of an Official Body the aggregate outstanding principal amount of the Loans PLUS the Letter of Credit Exposure exceeds the Total Commitment (other than normal and customary supervisionas reduced by such removal), then the Borrowers shall have immediately pay the right at Borrowers' optionamount of such excess (the "Excess Amount") to the Administrative Agent for application in the order set forth in Section 3.2 with respect to Mandatory Prepayments. The removal of any Affected Lender that has performed its obligations hereunder shall be deemed an early termination of any Libor Rate Loan to the extent of such Affected Lender's portion thereof, and the Borrowers will pay to such Affected Lender any resulting amounts due under Section 4.7. Until the removal of an Affected Lender in accordance with the consent foregoing provisions of the Agent (which consent will not be unreasonably withheld)this Section 4.12 is complete, to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's Commitment within ninety (90) days after (w) receipt of such Lender's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.
6.1 [Increased Costs, Etc.], (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED that the Borrowers shall also continue to pay to such Affected Lender at any Obligations as they become due and payable. -45- In the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDED, however, event a Replacement Lender is identified that the Commitment of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender acceptable is reasonably satisfactory to the Agent; PROVIDED, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Administrative Agent and the Collateral Agent may only be replaced subject Borrowers prior to the removal of the Affected Lender, the Replacement Lender shall purchase the interests of the Affected Lender in the Revolving Loans and the Letters of Credit Exposure and shall assume the obligations of the Affected Lender hereunder and under the other Loan Documents upon execution by the Replacement Lender of an Assignment and Acceptance in compliance with the requirements of SectionSection 18 and execution of such other documents as may be reasonably requested by the Administrative Agent to enable the Replacement Lender to share in the benefits of the rights created by the Loan Documents. Such assignment by any Affected Lender who has performed its obligations hereunder shall be deemed an early termination of any Libor Rate Loan to the extent of such Affected Lender's portion thereof, and the Borrowers will pay to such Affected Lender any resulting amounts due under Section 4.7. In the event that any interest, fees or other amounts remain outstanding to the Affected Lender and are not paid by the Replacement Lender in connection with any such assignment, the Borrowers shall pay such amounts to the Affected Lender upon the consummation of such assignment. Until the consummation of an assignment in accordance with the foregoing provisions of this Section 4.12, the Borrowers shall continue to pay to the Affected Lender any Obligations as they become due and payable.
Appears in 1 contract
Samples: Revolving Credit Agreement (Heritage Property Investment Trust Inc)
Replacement of a Lender. In Subject to the event second and third paragraphs of this Section 11.5, if:
(a) a Multi-Currency Lender requests compensation under Section 11.1 or 11.4 and other Multi-Currency Lenders holding Commitments equal to at least one third of the Multi-Currency Facility shall not have made a similar request; 131 139
(b) a Canadian Facility Lender requests compensation under Section 11.1 or 11.4 and other Canadian Facility Lenders holding Commitments equal to at least one third of the Canadian Facility shall not have made a similar request;
(c) the obligation of a Lender to make LIBO Rate Advances or to Convert Base Rate Advances into LIBO Rate Advances shall be suspended pursuant to Section 11.2 (c) or (d) in circumstances in which such obligations of other Lenders holding Commitments equal to at least one third of the Multi-Currency Facility shall not have been suspended; or
(d) a Lender becomes insolvent, goes into receivership or fails to make any Advances required to be made by it hereunder, then, so long as such condition occurs and is continuing with respect to any Lender (a "Replaced Lender"), AGCO may designate a Person (a "Replacement Lender") that is an Eligible Assignee (and acceptable to the Administrative Agent) to assume such Replaced Lender's Commitments hereunder and to purchase any Advances by such Replaced Lender and such Replaced Lender's rights hereunder, without recourse to or representation or warranty by, or expense to, such Replaced Lender, for a purchase price equal to the outstanding principal amount of the Advances by such Replaced Lender, plus any accrued but unpaid interest on such Advances and accrued but unpaid fees and other amounts owing to such Replaced Lender. Subject to the execution and delivery to the Appropriate Agent and the Replaced Lender by the Replacement Lender of an Assignment and Acceptance (and the approval thereof by the applicable Persons specified in Section 10.7(a)(v)) and the payment to the Administrative Agent by AGCO on behalf of such Replaced Lender of the assignment fee specified in Section 10.7(a)(vi), the Replacement Lender shall succeed to the rights and obligations of such Replaced Lender hereunder and such Replaced Lender shall no longer be a party hereto or have any rights hereunder; provided that the obligations of the Borrowers to such Replaced Lender under Sections 11.1, 11.2, 11.3 and 11.4 with respect to events occurring or obligations arising before or as a result of such replacement shall survive such replacement. Promptly following its replacement by the Replacement Lender, the Replaced Lender shall return to the Borrowers the Notes delivered by the Borrowers to such Replaced Lender and the Borrowers will deliver new Notes to the Replacement Lender. AGCO may not exercise its rights under this Section with respect to any Lender (i) gives notice under Section 4.4 [Euro-Rate Unascertainableunless it exercises such rights with respect to all Lenders to which circumstances giving rise to the replacement of such Lender apply, Etc.] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, (iii) OMITTED, or (iv) becomes subject to the control of an Official Body (other than normal if a Default has occurred and customary supervision), then the Borrowers shall have the right at Borrowers' option, with the consent of the Agent (which consent will not be unreasonably withheld), to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's Commitment within ninety (90) days after (w) receipt of such Lender's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.
6.1 [Increased Costs, Etc.], (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED that the Borrowers shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDED, however, that the Commitment of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender acceptable to the Agent; PROVIDED, further, the remaining Lenders shall have no obligation hereunder to increase their Commitmentsis continuing. Notwithstanding the foregoing, the Agent and the Collateral Agent may only be replaced subject to the requirements of Section132 140
Appears in 1 contract
Samples: Credit Agreement (Agco Corp /De)
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 5.5.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, (iii) OMITTEDbecomes a Nonconsenting Lender, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Paying Agent, which consent will shall not be unreasonably withheld), to prepay the Loans of such Lender in whole, together with all interest accrued thereonthereon and any fees accrued under Sections 2.3 or 2.9.2.1, and terminate such Lender's Commitment within ninety (90) days after (w) receipt of such Lender's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.
6.1 5.5.1 [Increased Costs, Etc.], (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, or (y) the date of obtaining the consent which such Lender has not approvedbecomes a Nonconsenting Lender, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 5.5 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDEDprovided, however, that the Commitment of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender bank acceptable to the Paying Agent; PROVIDEDprovided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Paying Agent may only be replaced subject to the requirements of SectionSection 10.14 [Successor Agents] and provided that all Letters of Credit have expired or been terminated or replaced.
Appears in 1 contract
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 3.4 [Euro-Rate Unascertainable, Etcetc.] or Section 5.6.1 4.5.1 [Increased Costs, Etcetc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, or (iii) OMITTED, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Administrative Agent, which consent will shall not be unreasonably withheldwithheld (except that during any period when an Event of Default exists and is continuing, the Administrative Agent may withhold such consent in its sole discretion), to prepay the Loans of such Lender in whole, together with all interest and fees accrued thereonthereon and all other amounts due and payable to such Lender under the Loan Documents, and terminate such Lender's Commitment within ninety (90) days after (wx) receipt of such Lender's notice under Section 4.4 3.4 [Euro-Rate Unascertainable, Etcetc.] or 54.
6.1 5.1 [Increased Costs, Etc.], (xy) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 4.5 [Additional Compensation in Certain Circumstances] (except that the Borrower shall not be required to indemnify such Lender for liabilities, losses or expenses under Section 4.5.2(i) sustained by such Lender as a consequence of the prepayment of the Loans of such Lender in accordance with this Section 4.4.2 on a day other than the last day of an Interest Period with respect to Loans to which a Euro-Rate Option applies if the Loans of such Lender are being prepaid because such Lender has determined that the making, maintenance or funding of such Loans by such Lender under the Euro-Rate Option has been made unlawful or because such Lender has become subject to the control of an Official Body) and any accrued interest due on such amount and any related fees; PROVIDEDprovided, however, that the Commitment of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender bank acceptable to the AgentAgents and the Issuing Banks; PROVIDEDprovided, further, that the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Administrative Agent may only be replaced subject to the requirements of SectionSection 9.14 [Successor Agents] and an Issuing Bank may only be replaced if all Letters of Credit issued by such Issuing Bank have expired or been terminated or replaced.
Appears in 1 contract
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 3.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 4.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, or (iii) OMITTED, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Agent, which consent will shall not be unreasonably withheld), delayed or conditioned, to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's ’s Commitment within ninety (90) days after (wx) receipt of such Lender's ’s notice under Section 4.4 3.4 [Euro-Rate Unascertainable, Etc.] or 5.
6.1 4.6.1 [Increased Costs, Etc.], (xy) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDEDprovided, however, that the Commitment of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender acceptable to the Agent; PROVIDEDprovided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Agent may only be replaced subject to the requirements of SectionSection 9.14 [Successor Agent] provided that all Letters of Credit have expired or been terminated or replaced.
Appears in 1 contract
Samples: Credit Agreement (Excelsior Lasalle Property Fund Inc)
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 3.4 [Euro-Rate Unascertainable, Etcetc.] or Section 5.6.1 4.5.1 [Increased Costs, Etcetc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, or (iii) OMITTED, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Administrative Agent, which consent will shall not be unreasonably withheldwithheld (except that during any period when an Event of Default exists and is continuing, the Administrative Agent may withhold such consent in its sole discretion), to prepay the Loans of such Lender in whole, together with all interest and fees accrued thereonthereon and all other amounts due and payable to such Lender under the Loan Documents, and terminate such Lender's Commitment within ninety (90) days after (wx) receipt of such Lender's notice under Section 4.4 3.4 [Euro-Rate Unascertainable, Etcetc.] or 54.
6.1 5.1 [Increased Costs, Etc.], (xy) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 4.5 [Additional Compensation in Certain Circumstances] (except that the Borrower shall not be required to indemnify such Lender for liabilities, losses or expenses under Section 4.5.2(i) sustained by such Lender as a consequence of the prepayment of the Loans of such Lender in accordance with this Section 4.4.2 on a day other than the last day of an Interest Period with respect to Loans to which a Euro-Rate Option applies if the Loans of such Lender are being prepaid because such Lender has determined that the making, maintenance or funding of such Loans by such Lender under the Euro-Rate Option has been made unlawful or because such Lender has become subject to the control of an Official Body) and any accrued interest due on such amount and any related fees; PROVIDEDprovided, however, that the Commitment of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender bank acceptable to the AgentAgents and the Issuing Banks; PROVIDEDprovided, further, that the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Administrative Agent may only be replaced subject to the requirements of Section
Appears in 1 contract
Replacement of a Lender. In the event that any Lender (ithe "Affected Lender"):
(a) gives notice fails to make or maintain any Eurodollar Rate Loans because any present or future law, regulation, treaty or directive or in the interpretation or application thereof shall make it unlawful for such Lender to make or maintain any such Eurodollar Rate Loans;
(b) is not entitled to receive payments of the Obligations payable to it without deduction of any federal withholding taxes; or
(c) demands payment of any material amounts under the provisions of Section 4.4 [Euro-Rate Unascertainable, Etc.] 4.8 or Section 5.6.1 [Increased Costs4.9; then, Etc.]so long as no Event of Default exists, the Borrowers shall have the right to direct that the Affected Lender be removed from the lending group, in which event, (iia) does not fund Revolving Credit Loans because such Affected Lender's Commitment may be assigned and transferred to a replacement Eligible Assignee (which may be an existing Lender) that is reasonably satisfactory to the making of such Loans would contravene any Law applicable to such Administrative Agent and the Borrower (the "Replacement Lender, (iii") OMITTED, or (ivb) becomes subject to if a Replacement Lender is not engaged and the control sum of an Official Body the aggregate outstanding principal amount of the Revolving Loans and the Term Loans PLUS the Letter of Credit Exposure exceeds the Total Commitment (other than normal and customary supervisionas reduced by such removal), then the Borrowers shall have immediately pay the right at Borrowers' optionamount of such excess (the "Excess Amount") to the Administrative Agent for application (i) to the Revolving Loans pursuant to Section 3.2 and (ii) in the event that the Excess Amount is greater than the amount of the Revolving Loans prior to the allocation under (i) above, to the Term Loans pursuant to Section 3.2 and (iii) in the event that the Excess Amount is greater than the sum of the Revolving Loans and the Term Loans prior to the allocation under (i) and (ii) above, to cash collateralize with the consent Administrative Agent the portion of the Agent (which consent will not Letter of Credit Exposure equal to the amount of the remainder of the Excess Amount. The removal of any Affected Lender that has performed its obligations hereunder shall be unreasonably withheld), deemed an early termination of any Eurodollar Rate Loan to prepay the Loans extent of such Affected Lender's portion thereof, and the Borrowers will pay to such Affected Lender any resulting amounts due under Section 4.7. Until the removal of an Affected Lender in wholeaccordance with the foregoing provisions of this Section 4.13 is complete, together with all interest accrued thereon, and terminate such Lender's Commitment within ninety (90) days after (w) receipt of such Lender's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.
6.1 [Increased Costs, Etc.], (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED that the Borrowers shall also continue to pay to such Affected Lender at any Obligations as they become due and payable. In the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDED, however, event a Replacement Lender is identified that the Commitment of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender acceptable is reasonably satisfactory to the Agent; PROVIDED, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Administrative Agent and the Collateral Agent may only be replaced subject Borrowers prior to the removal of the Affected Lender, the Replacement Lender shall purchase the interests of the Affected Lender in the Loans and the Letters of Credit Exposure and shall assume the obligations of the Affected Lender hereunder and under the other Loan Documents upon execution by the Replacement Lender of an Assignment and Acceptance in compliance with the requirements of SectionSection 18 and execution of such other documents as may be reasonably requested by the Administrative Agent to enable the Replacement Lender to share in the benefits of the rights created by the Loan Documents. Such assignment by any Affected Lender who has performed its obligations hereunder shall be deemed an early termination of any Eurodollar Rate Loan to the extent of such Affected Lender's portion thereof, and the Borrowers will pay to such Affected Lender any resulting amounts due under Section 4.7. Until the consummation of an assignment in accordance with the foregoing provisions of this Section 4.13, the Borrowers shall continue to pay to the Affected Lender any Obligations as they become due and payable.
Appears in 1 contract
Samples: Revolving and Term Credit Agreement (Heritage Property Investment Trust Inc)
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 5.5.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, (iii) OMITTEDbecomes a Nonconsenting Lender, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Paying Agent, which consent will shall not be unreasonably withheld), to prepay the Loans of such Lender in whole, together with all interest accrued thereonthereon and any fees accrued under Sections 2.3 or 2.9.2.1, and terminate such Lender's ’s Commitment within ninety (90) days after (w) receipt of such Lender's ’s notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.
6.1 5.5.1 [Increased Costs, Etc.], (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, or (y) the date of obtaining the consent which such Lender has not approvedbecomes a Nonconsenting Lender, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 5.5 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDEDprovided, however, that the Commitment of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender bank acceptable to the Paying Agent; PROVIDEDprovided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Paying Agent may only be replaced subject to the requirements of SectionSection 10.14 [Successor Agents] and provided that all Letters of Credit have expired or been terminated or replaced.
Appears in 1 contract
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 5.5.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, (iii) OMITTEDbecomes a Nonconsenting Lender, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Paying Agent, which consent will shall not be unreasonably withheld), to prepay the Loans of such Lender in whole, together with all interest accrued thereonthereon and any fees accrued under Sections 2.3 or 2.10.2.1,, and terminate such Lender's ’s Commitment within ninety (90) days after (w) receipt of such Lender's ’s notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.
6.1 5.5.1 [Increased Costs, Etc.], (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, or (y) the date of obtaining the consent which such Lender has not approvedbecomes a Nonconsenting Lender, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 5.5 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related feesfees and all other amounts due and payable hereunder; PROVIDEDprovided, however, that the Commitment of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender bank acceptable to the Paying Agent; PROVIDEDprovided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Paying Agent may only be replaced subject to the requirements of SectionSection 10.14 [Successor Agents] and provided that all Letters of Credit have expired or been terminated or replaced.
Appears in 1 contract
Samples: Credit Agreement (Consol Energy Inc)
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, (iii) OMITTEDbecomes a Nonconsenting Lender, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Agent, which consent will shall not be unreasonably withheld), to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's ’s Commitment within ninety (90) days after (w) receipt of such Lender's ’s notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.
6.1 5.6.1 [Increased Costs, Etc.], (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, becomes a Nonconsenting Lender or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDEDprovided, however, that the Commitment and any Term Loan of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender bank acceptable to the Agent; PROVIDEDprovided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Agent may only be replaced subject to the requirements of SectionSection 10.14 [Successor Agent] and provided that all Letters of Credit have expired or been terminated or replaced.
Appears in 1 contract
Samples: Credit Agreement (Penn Virginia Resource Partners L P)
Replacement of a Lender. In Notwithstanding anything contained herein to the event any Lender contrary, if (i) gives notice under any Lender, but not all of the Lenders, who has an Individual Commitment seeks additional compensation pursuant to Section 4.4 [Euro-Rate Unascertainable8.2 (the “Affected Lender”), Etc.] or Section 5.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the making provisions of this agreement that requires the consent of all of the Lenders, the consent of the Majority Lenders shall have been obtained but the consent of one or more of such Loans would contravene any Law applicable to such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained, or (iii) OMITTEDany Lender becomes a Defaulting Lender, then, in the case of each such Affected Lender, Non-Consenting Lender or Defaulting Lender (iveach, a “Terminated Lender”) becomes subject the Borrowers may, by giving written notice to the control Administrative Agent and such Terminated Lender of an Official Body its election to do so, elect to cause such Terminated Lender (other than normal and customary supervision)such Terminated Lender hereby irrevocably agrees) to assign its outstanding Accommodations and Individual Commitments, then if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the Borrowers provisions of this Section 8.4 provided, however, that incumbent Lenders shall have the right to assume any such Accommodations and Individual Commitments in accordance with their Pro Rata Shares in priority to any Person which is not a Lender at Borrowers' optionthe time that the Borrowers provided the afore-mentioned notice to the Administrative Agent. The Replacement Lender or Replacement Lenders shall, with in the consent aggregate, advance all (but not part) of the Terminated Lender’s Pro Rata Share of the affected credit and, in the aggregate, assume all (but not part) of the Terminated Lender’s Individual Commitments and obligations under the Credit Facility and acquire all (but not part) of the rights of the Terminated Lender and assume all (but not part) of the obligations of the Terminated Lender under each of the other Credit Documents to the extent they relate to the Credit Facility (but in no event shall any other Lender or the Administrative Agent (which consent will not be unreasonably withheldobliged to do so). With respect to such advance, to prepay acquisition and assumption, the Loans Pro Rata Share of such credit of each Replacement Lender and the Individual Commitments and the obligations of such Replacement Lender under the Credit Facility and the rights and obligations of such Replacement Lender under each of the other Credit Documents to the extent they relate to the Credit Facility shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Replacement Lenders under the Credit Facility) of the Terminated Lender’s Pro Rata Share of such credit and Individual Commitments and obligations and rights and obligations under each of the other Credit Documents to the extent they relate to the Credit Facility on a date mutually acceptable to the Replacement Lenders and the Borrowers. On such date, each of the Replacement Lenders shall execute an instrument substantially in wholethe form of Schedule C hereto and shall extend to the Borrowers the Terminated Lender’s Pro Rata Share of such credit and shall prepay to the Terminated Lender the Accommodations of the Terminated Lender then outstanding, together with all interest accrued thereonthereon and all other amounts owing to the Terminated Lender hereunder, and, upon such advance and prepayment by the Replacement Lenders, the Terminated Lender shall cease to be a “Lender” in connection with the Credit Facility for purposes of this agreement and shall no longer have any obligations thereunder. In addition to the foregoing, in respect of any Replacement Lender that is not, on the relevant date, an existing Lender, such Replacement Lender shall execute and deliver a Joinder Agreement (in the form set forth in Schedule C-2 hereto), which shall be executed and delivered by the Borrowers and the Administrative Agent, and terminate each such Lender's Commitment within ninety (90) days after (w) receipt of such Lender's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.
6.1 [Increased Costs, Etc.], (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED that the Borrowers shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDED, however, that the Commitment of such Replacement Lender shall be assumed and provided bound by one or more the terms of the remaining Credit Documents as a Lender. Upon the assumption of the Terminated Lender’s Individual Commitments as aforesaid by a Replacement Lender, Schedule A hereto shall be deemed to be amended to reflect the amended or new Individual Commitments of such Replacement Lenders or a replacement lender acceptable under the Credit Facility pursuant to the Agent; PROVIDED, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Agent may only be replaced subject to the requirements respective amounts of Sectionsuch assumptions.
Appears in 1 contract
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 5.7.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, or (iii) OMITTED, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Agent, which consent will shall not be unreasonably withheld), conditioned or delayed, to prepay (without prepayment penalty or premium except as provided in this Section 5.4.2 below) the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's Commitment ’s Commitments within ninety (90) days after (wx) receipt of such Lender's ’s notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.
6.1 5.7.1 [Increased Costs, Etc.], (xy) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 5.7 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees, but the Borrower shall not be required to pay the Term Loan Prepayment Premium to such Lender; PROVIDEDprovided, however, that the Commitment Commitments of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender bank acceptable to the Agent; PROVIDEDprovided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Agent may only be replaced subject to the requirements of SectionSection 10.14 [Successor Agent] and provided that all Letters of Credit have expired or been terminated or replaced.
Appears in 1 contract
Samples: Credit Agreement (Blair Corp)
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 3.4 [EuroLIBO-Rate Unascertainable, Etc.; Illegality; Increased Costs; Deposits Not Available] or Section 5.6.1 4.
6.1 [Increased CostsCosts or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc.], (ii) does ii)does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, (iii) OMITTED, or (iv) becomes iii)becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Agent, which consent will shall not be unreasonably withheld), to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's Commitment within ninety (90) days after (w) receipt x)receipt of such Lender's notice under Section 4.4 3.4 [EuroLIBO-Rate Unascertainable, Etc.; Illegality; Increased Costs; Deposits Not Available] or 54.
6.1 [Increased CostsCosts or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc.], (x) the y)the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the z)the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDED, however, that the Commitment of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender acceptable to the Agent; PROVIDEDprovided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Agent may only be replaced subject to the requirements of SectionSection 9.14 [Successor Agent].
Appears in 1 contract
Samples: Revolving Credit Facility (Hovnanian Enterprises Inc)
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 [Increased Costs, Etc.]5.6.1, (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, (iii) OMITTEDdoes not approve any action as to which consent of the Required Lenders is requested by the Borrower and the Co-Borrower and obtained hereunder, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower and the Co-Borrower shall have the right at Borrowers' their option, with the consent of the Agent (Administrative Agent, which consent will shall not be unreasonably withheld), to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's Commitment within ninety (90) days after (w) receipt of such Lender's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] or 5.
6.1 [Increased Costs, Etc.]5.6.1, (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers Borrower and the Co-Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDEDprovided, however, that the Commitment and any Term Loan of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender acceptable to the Administrative Agent; PROVIDEDprovided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Administrative Agent may only be replaced subject to the requirements of SectionSection 10.14 and provided that all Letters of Credit have expired or been terminated or replaced.
Appears in 1 contract
Samples: Credit Agreement (Rent Way Inc)
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 3.4 [Euro-Rate Unascertainable, Etcetc.] or Section 5.6.1 4.6.1 [Increased Costs, Etcetc.], or (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, (iii) OMITTED, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Agent, which consent will shall not be unreasonably withheldwithheld (except that during any period when an Event of Default exists and is continuing, the Agent may withhold such consent in its sole discretion), to replace such Lender in accordance with the proviso at the end of this Section 4.4.2, and simultaneously therewith, to prepay the Term Loans of such Lender in whole, together with all interest and fees accrued thereonthereon and all other amounts due and payable to such Lender under the Loan Documents, and terminate such Lender's Commitment within ninety (90) days after (wy) receipt of such Lender's notice under Section 4.4 3.4 [Euro-Rate Unascertainable, Etcetc.] or 54.
6.1 [Increased Costs, Etcetc.], (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 4.6 [Additional Compensation in Certain Circumstances] (except that the Borrower shall not be required to indemnify such Lender for liabilities, losses or expenses under Section 4.6.2(i) sustained by such Lender as a consequence of the prepayment of the Term Loans of such Lender in accordance with this Section 4.4.2 on a day other than the last day of an Interest Period with respect to Term Loans to which a Euro-Rate Option applies if the Term Loans of such Lender are being prepaid because such Lender has determined that the making, maintenance or funding of such Term Loans by such Lender under the Euro-Rate Option has been made unlawful or because such Lender has become subject to the control of an Official Body) and any accrued interest due on such amount and any related fees; PROVIDEDprovided, however, that the Commitment and any Term Loan of such Lender shall be assumed and provided by one or more of the remaining Lenders at its sole discretion or a replacement lender acceptable to the Agent; PROVIDED, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Agent may only be replaced subject to the requirements of SectionSection 9.14 [Successor Agent].
Appears in 1 contract
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] 3.5 or Section 5.6.1 [Increased Costs, Etc.]3.6, (ii) does not fund Revolving Credit Loans Advances because the making of such Loans Advances would contravene any Law applicable to such Lender, or (iii) OMITTED, or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers MSI and MSUK shall have the right at Borrowers' their option, with the consent of the Agent (Agent, which consent will shall not be unreasonably withheld), to prepay the Loans Advances of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's Commitment within ninety (90) days after (w) receipt of such Lender's notice under Section 4.4 [Euro-Rate Unascertainable, Etc.] 3.5 or 5.
6.1 [Increased Costs, Etc.]3.6, (x) the date such Lender has failed to fund Revolving Credit Loans Advances because the making of such Loans Advances would contravene Law applicable to such Lender, Lender or (y) the date of obtaining the consent which such Lender has not approved, or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided that the Borrowers MSI and MSUK shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 [Additional Compensation in Certain Circumstances] Sections 2.2(g) and 3.5 and any accrued interest due on such amount and any related fees; PROVIDEDprovided, however, that the Commitment and any Term Loan of such Lender shall be assumed and provided by one or more of the remaining Lenders (at their option) or a replacement lender bank acceptable to the Agent; PROVIDEDprovided, further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Agent may only be replaced subject to the requirements of SectionSection 13.14 and provided that all Letters of Credit have expired or been terminated or replaced.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Security Agreement (Measurement Specialties Inc)
Replacement of a Lender. In the event any Lender (i) gives notice under Section 4.4 3.4 [Euro-Rate Unascertainable, Etc.] or Section 5.6.1 4.6.1 [Increased Costs, Etc.], (ii) does not fund Revolving Credit Loans because the making of such Loans would contravene any Law applicable to such Lender, (iii) OMITTED, becomes a Nonconsenting Lender or (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), then the Borrowers Borrower shall have the right at Borrowers' its option, with the consent of the Agent (Agent, which consent will shall not be unreasonably withheld), to prepay the Loans of such Lender in whole, together with all interest accrued thereon, and terminate such Lender's ’s Commitment within ninety (90) days after (w) receipt of such Lender's ’s notice under Section 4.4 3.4 [Euro-Rate Unascertainable, Etc.] or 5.
6.1 4.6.1 [Increased Costs, Etc.], (x) the date such Lender has failed to fund Revolving Credit Loans because the making of such Loans would contravene Law applicable to such Lender, (y) the date of obtaining the consent which such Lender has not approved, becomes a Nonconsenting Lender or (z) the date such Lender became subject to the control of an Official Body, as applicable; PROVIDED provided, that the Borrowers Borrower shall also pay to such Lender at the time of such prepayment any amounts required under Section 5.6 4.6 [Additional Compensation in Certain Circumstances] and any accrued interest due on such amount and any related fees; PROVIDEDprovided, however, that the Commitment of such Lender shall be assumed and provided by one or more of the remaining Lenders or a replacement lender bank acceptable to the Agent; PROVIDED, provided further, the remaining Lenders shall have no obligation hereunder to increase their Commitments. Notwithstanding the foregoing, the Agent and the Collateral Agent may only be replaced subject to the requirements of Sectionto
Appears in 1 contract
Samples: Revolving Credit Facility (Penn Virginia Resource Partners L P)
