Replacement of a Lender (i) If any Lender becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon not less than five (5) Business Days advance notice to the Administrative Agent and (if different) the related Lender, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a Lender hereunder, which consent shall not be unreasonably withheld, (B) the assignee shall not be an Affiliate of any of the Borrower, the Servicer or the Transferor, (C) such assigning Lender shall have received payment of an amount equal to all outstanding Advances funded or maintained by such Lender, together with all accrued interest thereon and all accrued Fees, and (D) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable consent, waiver or amendment of the Transaction Documents or (y) terminate the Commitment of such Lender and repay all Obligations of the Borrower owing to such Lender relating to the portion of the Advance held by such Lender as of such termination date, without the payment of any penalty, fee or premium. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to exist.
Replacement of a Bank If a Bank (other than the Agent as a Bank) becomes a Replacement Candidate, the Borrower shall have the right to require such Bank to assign to an Eligible Assignee selected by the Borrower and reasonably satisfactory to the Agent (which may be one or more of the Banks) the Notes and participation interests in the Letter of Credit Liabilities and Swingline Loans held by such Bank pursuant to the terms of an appropriately completed Assignment and Acceptance in accordance with subsection 14.8(b); provided that, neither the Agent nor any Bank shall have any obligation to the Borrower to find any such Eligible Assignee and in order for the Borrower to replace a Bank, the Borrower must require such replacement within three (3) months of the date the Bank became a Replacement Candidate. Each Bank (other than the Agent as a Bank) agrees to its replacement at the option of the Borrower pursuant to this Section 6.5; provided that the Eligible Assignee selected by the Borrower shall purchase such Bank's interest in the Obligations owed herewith of the Borrower to such Bank for cash in an aggregate amount equal to the aggregate unpaid principal thereof, all unpaid interest accrued thereon, all unpaid commitment and letter of credit fees accrued for the account of such Bank, any breakage costs incurred by the selling Bank because of the prepayment of any Libor Accounts, all other fees (if any) applicable thereto and all other amounts (including any amounts due under Section 6.1 or 6.4) then owing to such Bank hereunder or under any other Loan Document. A Bank will become a "Replacement Candidate" if (i) it has demanded compensation under Sections 5.9, 6.1 or 6.4, (ii) it has defaulted on any obligation under the Loan Documents or (iii) it has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other officer having similar powers. The rights of the Borrower under this Section 6.5 shall be in addition to any other rights or remedies the Borrower may have at law or in equity as a result of the events described in the definition of "Replacement Candidate".
Resignation as L/C Issuer or Swing Line Lender after Assignment Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ notice to the Company and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Company, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.
Replacement of the L/C Issuer The L/C Issuer may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any such replacement of the L/C Issuer. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced L/C Issuer. From and after the effective date of any such replacement (i) the successor L/C Issuer shall have all the rights and obligations of the L/C Issuer under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to refer to such successor or to any previous L/C Issuer, or to such successor and all previous L/C Issuers, as the context shall require. After the replacement of a L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of a L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.
Resignation as L/C Issuer or Swingline Lender after Assignment Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America may, (i) upon thirty (30) days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as L/C Issuer or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swingline Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swingline Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swingline Lender, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as the case may be, and (B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.
Additional Obligations of Master Servicer and Special Servicer (a) Within sixty (60) days (or within such longer period as the Special Servicer is (as certified thereby to the Trustee in writing) diligently using reasonable efforts to obtain the Appraisal referred to below) after the earliest of the date on which any Serviced Mortgage Loan (i) becomes a Modified Mortgage Loan following the occurrence of a Servicing Transfer Event, (ii) becomes an REO Mortgage Loan, (iii) with respect to which a receiver or similar official is appointed and continues for sixty (60) days in such capacity in respect of the related Mortgaged Property, (iv) the related Borrower becomes the subject of bankruptcy, insolvency or similar proceedings or, if such proceedings are involuntary, such proceedings remain undismissed for sixty (60) days, (v) any Monthly Payment (other than a Balloon Payment) becomes sixty (60) days or more delinquent, or (vi) the related Borrower fails to make when due any Balloon Payment and the Borrower does not deliver to the Master Servicer or the Special Servicer, on or before the Due Date of the Balloon Payment, a written and fully executed (subject only to customary final closing conditions) refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Master Servicer (and the Master Servicer shall promptly forward such commitment to the Special Servicer) which provides that such refinancing will occur within 120 days after the date on which the Balloon Payment will become due (provided that if either such refinancing does not occur during that time or the Master Servicer is required during that time to make any P&I Advance in respect of the Mortgage Loan, an Appraisal Trigger Event will occur immediately) (each such event, an “Appraisal Trigger Event” and each such Serviced Mortgage Loan and any related REO Mortgage Loan that is the subject of an Appraisal Trigger Event, until it ceases to be such in accordance with the following paragraph, a “Required Appraisal Loan”), the Special Servicer shall obtain an Appraisal of the related Mortgaged Property, unless an Appraisal thereof had previously been received (or, if applicable, conducted) within the prior nine (9) months and the Special Servicer has no knowledge of changed circumstances that in the Special Servicer’s reasonable judgment would materially affect the value of the Mortgaged Property. If such Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance, such Advance to be made at the direction of the Special Servicer when the Appraisal is received by the Special Servicer. Promptly following the receipt of, and based upon, such Appraisal and receipt of information requested by the Special Servicer from the Master Servicer pursuant to the last paragraph of this Section 3.19(a), the Special Servicer, in consultation with (i) the Subordinate Class Representative (during any Subordinate Control Period and other than with respect to any Excluded Loan) or (ii) one or more of the Subordinate Class Representative (other than with respect to any Excluded Loan) and the Trust Advisor, under the procedures set forth in Sections 3.28(d) and 3.28(e) (during any Collective Consultation Period or Senior Consultation Period), shall determine and report to the Certificate Administrator, the Trustee and the Master Servicer the then-applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. For purposes of this Section 3.19(a), an Appraisal may, in the case of any Serviced Mortgage Loan with an aggregate outstanding principal balance of less than 241 $2,000,000 only, consist solely of an internal valuation performed by the Special Servicer. In connection with a Mortgaged Property related to any Serviced Loan Combination, the Special Servicer shall also determine and report to the Trustee, the Master Servicer, the Subordinate Class Representative (other than with respect to any Serviced Loan Combination that is an Excluded Loan), any related Serviced Companion Loan Holder(s) and the related Other Master Servicer the Appraisal Reduction Amount, if any, with respect to the entire such Serviced Loan Combination (calculated, for purposes of this sentence, as if it were a single Mortgage Loan and, in the case of a Serviced A/B Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan).
Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative (a) The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. Any Servicer acting on behalf of the Lead Securitization Note Holder shall not be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified the Servicer or Trustee of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides any Servicer or Trustee with written confirmation of its acceptance of such appointment, an address and facsimile number for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and facsimile numbers). The Controlling Note Holder shall promptly deliver such information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall be required to recognize any person as a Controlling Note Holder Representative until they receive such information from the Controlling Note Holder. The Controlling Note Holder agrees to inform each such Servicer or Trustee of the then-current Controlling Note Holder Representative.
Additional Purchasers Persons or entities that, after the date hereof, purchase shares of any series of convertible preferred stock of the Company may, with the prior written approval of the Company (but without the need for approval by any other party to this Agreement), become parties to this Agreement by executing and delivering a counterpart signature page, whereupon they shall be deemed “Purchasers” for all purposes of this Agreement. The Company can amend Exhibit A hereto to reflect the addition of additional Purchasers. Notwithstanding Section 7.6 of this Agreement, the Company may amend this Agreement to provide such additional Purchasers with certain rights, negative covenants and other terms and conditions equivalent to those provided to the Series E Holders, Series 1 Holders and Series 2 Holders under this Agreement, with the written consent of Purchasers representing at least a majority of the voting power of all Shares then held by Purchasers. Executed as of the date first written above. COMPANY: TANGOE, INC. By: Xxxxxx X. Xxxxxxxx, Xx. President PURCHASERS: EDISON VENTURE FUND IV, L.P. By its General Partner EDISON PARTNERS IV By: Name: Xxxx X. Xxxxxxx Title: General Partner EDISON VENTURE FUND IV SBIC, L.P. By its General Partner EDISON PARTNERS IV By: Name: Xxxx X. Xxxxxxx Title: General Partner NORTH ATLANTIC VENTURE FUND III, L.P. By: North Atlantic Investors III, L.L.C., its General Partner By: Name: Xxxxx X. Xxxx Title: Managing Director NORTH ATLANTIC VENTURE FUND SBIC III, L.P. By: North Atlantic Investors III, L.L.C., its General Partner By: Name: Xxxxx X. Xxxx Title: Managing Director AXIOM VENTURE PARTNERS III, L.P. By its General Partner AXIOM VENTURE ASSOCIATES, L.P. By its General Partner AXIOM VENTURE ADVISORS, INC. By: Name: Xxxx Xxxxxxxxx Title: Chairman Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxxx X. Xxxxxx Xxxxx Xxxxxxx Xxxxxx Bard Financial Services, Inc., Profit Sharing Plan By: Name: Xxxxxxx Xxxxxxxxx Title Trustee Xxxxx Xxxxx OCI Chemical Corporation By: Name: Xxxxx Xxxxxxx Xxxxxx Title Executive Vice President Xxxxx Xxxx Xxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxx Xxxxxxxxx & Xxxxxxx Xxxxxxxxx (as Joint Tenants with rights of survivorship) Xxxxxx Xxxx Xxxxxx X. Xxxxxxxx, Xx. Xxxxxxxx Xxx Xxxx X. Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxx Xxx Xx Fairfield Xxx X. Xxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxx XxXxxxxxxxxx Xxxxx Xxxxxx Xxxxxxx X. Xxxx Xxxxxx X. Xxxx CONVERGENT INVESTORS VI, L.P. By: Name: Title: CVF, LLC By: Name: Title: G&H PARTNERS, L.P. By: Name: Title: Xxxxxx Xxxxxx HO2.1 FUND, L.P. By: Name: Title: HO2.1 AFFILIATES FUND, L.P. By: Name: Title: HO2.1 ANNEX FUND, L.P. By: Name: Title: JACQUES MANAGEMENT, LLC By: Name: Xxxxx Xxxxxxx Title: Director XXXXXXX FAMILY LLC By: Name: Title: Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxx X. Xxxxx Xxxxxxxxx X. Xxxxx Xxxx X. Xxxxx Xxxxx X. Xxxxxx XXXXX XXXXX FUND VI L.P. By: SRB Associates VI L.P. Its General Partner By: Name: Title: XXXXX XXXXX VI AFFILIATES FUND L.P. By: SRB Associates VI L.P. Its General Partner By: Name: Title: XXXXX XXXXX XXXXXXX MANAGEMENT COMPANY By: Name: Title: XXXXX XXXXX FUND VIII, L.P. By: SRB Associates VIII L.P. Its General Partner By: Name: Title: XXXXX XXXXX VIII AFFILIATES FUND, L.P. By: SRB Associates VIII L.P. Its General Partner By: Name: Title: Xxxxx X. Star TARRANT VENTURES PARTNERS, L.P. By: Name: Title: TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: Name: Title: VENTURE LENDING & LEASING IV, LLC By: Name: Title: VENTURELINK PARTNERS, LP By: Name: Title: VERTEX PARTNERS, L.P. By: Name: Title: Exhibit A List of Purchasers Name and Address North Atlantic Venture Fund III, L.P. Xxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 Attention: Xxxxx Xxxx Xxxxxx X. Xxxxxxxx, Xx. 00 Xxxxxx Xxxx Road Woodbridge, CT 06525 with a copy to: Xxxxx Peabody LLP 000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Xxxxx Xxxxxxxx, Esq. Xxxxxx X. Xxxxxxxx 130 Xxxxx’sWay Xxxxxxxx, XX 00000 Edison Venture Fund IV SBIC, L.P. 0000 Xxxxxxxxxx Xxxxx Xxxxx 000 XxXxxx, VA 22102 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxx Xxxxxx, XX 00000 with a copy to: Xxxxx Xxxxx 00 Xxxxxxx Xxxxx Xxxx. Shelton, CT 06484 Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 0000 Xxxxxx Xxxx., Xxxxx 0000 XxXxxx, Virginia 22102 Attention: Xxxxxxx X. Xxxxx, Esq. Xxxxxxx X. Xxxxxxxx 000 Xxx Xxxx Xxxxx Xxxx Xxxxxxxxx, XX 00000 Edison Venture Fund IV, L.P. 0000 Xxxxxxxxxx Xxxxx Xxxxx 000 XxXxxx, XX 00000 Xxxxxxxxxxx X. Xxxxxx 0000 Xxxxxxxx Xxxxx Fort Worth, Texas 76126 with a copy to: Xxxxxxxx Xxx 00 Xxxxxxxxxxx Xxxx Xxxxxxx, XX 00000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 0000 Xxxxxx Xxxx., Xxxxx 0000 XxXxxx, Virginia 22102 Attention: Xxxxxxx X. Xxxxx, Esq. Xxxxxxx Xxxxxxxxx 000 Xxxxxx Xxxxx Xx. #000 Xxxx Xxxxx, XX 00000 Bard Financial Services, Inc, Profit Sharing Plan 000 Xxxxxx Xxxx #108 West Haven, CT 06516 Xxxx X. Xxxxxxx 00 Xxxxx Xxxx Woodbridge, CT 06525 Xxxxx XxXxxxxxxxxx 0 Xxxxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 Xxxxxx Xxxxxxx 0 Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Xxx Xxxxxxxxx & Xxxxxxx Xxxxxxxxx (as Joint Tenants with rights of survivorship) 000 Xxxxxx Xxxx Laurel Hollow, NY 11791 Xxxxxxx Xxxxxx 00 Xxxxxxx Xxxxx Drive Woodbridge, CT 06525 Xxxxxx Xxxx 00 Xxxxxxx Xxxx Darien, CT 06820 Xxxxxx Xxxxxxxx 000 Xxxxxxxx Xxxxx Madison, CT 06443 OCI Chemical Corporation 0 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn.: Xxxxx Xxxxxxx Xxxxxx, EVP Xxxx Xxxxxxx 000 Xxxxxxxxx Xxxxx Rocky Hill, CT 06067 Xxx Xx Fairfield 000 Xxxx Xxxxx Ladenberg, PA 19350 Xxxxx Xxxxxxx Xxxxxx 00 Xxxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000 Xxx X. Xxxxxxx 000 Xxxxx Xxxx Xxxxx, Xxxxxxxx 00000 Xxxxx Xxxxxxxx 00 Xxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Axiom Venture Partners III LP CityPlace II — 17th Floor 000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Xxxxx Xxxxxxx 000 Xxx Xxxxxx Xxxx Xx. Xxxxxxxxxx, XX 00000 Xxxxxxx X. Xxxx 0000 Xxxxxxx Xxxxxx, Xxxxx 00000 Xxxxx Xxxxxx c/o Competition Law Group 000 X. Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Convergent Investors VI, L.P. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Xxxxxx X. Xxxx 00000 Xxxx Xxxx, Suite 1670 Dallas, Texas 75240 G&H Partners, L.P. 000 Xxxxxxxxxxxx Xxxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 CVF, LLC c/o Henry Crown & Company 000 X. XxXxxxx Street Chicago, IL 60601 Xxxxxx Xxxxxx 00000 Xxxx Xxxx, Suite 1670 Dallas, Texas 75240
Conditions Precedent to the Right of the Company to Deliver an Advance Notice The right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or waiver, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:
Relation Among Lenders The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Agent) authorized to act for, any other Lender.
