Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have: (i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.
Appears in 5 contracts
Samples: Credit Agreement (Transportation Components Inc), Credit Agreement (Metals Usa Inc), Credit Agreement (Homeusa Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"“Affected Lender”) shall have:
shall: (i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund be a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been curedDefaulting Lender, (ii) have requested compensation from the a Borrower under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred requested generally by the other Lenders, (iii) have delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the a Borrower for reasons not generally applicable to the other Lenders or Lenders, (iv) have invoked Section 10.2, or (v) failed to consent to a waiver or amendment hereto which requires the consent of each Lender or each Lender affected thereby and that has invoked SECTION 10.2otherwise been consented to by the Required Lenders, then, in any such case, the applicable Borrower (or the Company on behalf of any Borrower) or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the a Borrower and a copy to the applicable Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the applicable Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 13.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the applicable Borrower (or the Company on behalf of any Borrower), to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.
Appears in 4 contracts
Samples: Credit Agreement (Woodward, Inc.), Credit Agreement (Woodward, Inc.), Credit Agreement (Woodward, Inc.)
Replacement of Certain Lenders. In the event a Lender (a "AFFECTED DESIGNATED LENDER") shall have:
have (i) requested additional compensation from the Borrower under Section 13.1 or under Section 13.2 or under Section 13.3, (ii) failed to fund make its Pro Rata Share of any Advance Loan requested by the Borrower, to be made hereby or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant failed to SECTION 4.3 claiming that such Lender is unable to extend make any Loan at the Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2, then, in any such caseRate, the Borrower or the Agent may may, at its sole election, make written demand on such Affected Designated Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Designated Lender to assign, and such Affected Designated Lender shall use its best efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, and Acceptances to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Eligible Assignees which the Borrower or the Agent, as the case may be, Administrative Agent shall have engaged identified for such purpose ("REPLACEMENT LENDER")purpose, all of such Affected Designated Lender's rights right and obligations under this Agreement Agreement, the Notes and the other Loan Documents (including, without limitation, its Revolving Credit Commitment, all Loans owing to it, and all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunderand all other Obligations owing to it) in accordance with SECTION 13Section 14.1. All out-of-pocket expenses incurred by the Administrative Agent in connection with the foregoing shall be for the sole account of the Borrower and shall constitute Obligations hereunder. In no event shall Borrower's election under the provisions of this Section 13.4 affect its obligation to pay the additional compensation required under either Section 13.1, Section 13.2 or Section 13.3.
Appears in 3 contracts
Samples: Credit Agreement (Reckson Operating Partnership Lp), Credit Agreement (Reckson Operating Partnership Lp), Revolving Credit Agreement (Reckson Associates Realty Corp)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDERAffected Lender") shall have:
: (i) failed to fund its applicable Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.2(d), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.9(d), 4.1 3.1 or 4.2 3.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3 Section 3.3 claiming that such Lender is unable to extend Eurodollar Rate LIBOR Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Section 15.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 14.3 which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of CreditSwing Line Loans, and its obligation to participate in additional Letters of Credit Swing Line Loans hereunder) in accordance with SECTION 13Section 14.3. The Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Agent is authorized to execute one or more of such Assignment Agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owned to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.9(d), 3.1, or 3.2 with respect to such Affected Lender and compensation payable under Section 2.9(b) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.14; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.9(d), 3.1, 3.2, 3.4 and 15.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 12.8. Upon the replacement of any Affected Lender pursuant to this Section 2.14, the provisions of Section 11.1 shall continue to apply with respect to borrowings which are then outstanding with respect to which the Affected Lender failed to fund its applicable Pro Rata Share and which failure has not been cured.
Appears in 3 contracts
Samples: Credit Agreement (Ipalco Enterprises, Inc.), Credit Agreement (Ipalco Enterprises Inc), Credit Agreement (Ipalco Enterprises Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"“Affected Lender”) shall have:
: (iA) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.3(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (iiB) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iiiC) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (ivD) has invoked SECTION Section 10.2, ; then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower and/or the Administrative Agent, the Borrower or the Administrative Agent may (but shall not be obligated to) make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.of
Appears in 3 contracts
Samples: Credit Agreement (Alion Science & Technology Corp), Credit Agreement (Alion Science & Technology Corp), Credit Agreement (Alion Science & Technology Corp)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"“Affected Lender”) shall have:
: (i) failed to fund its Pro Rata Share of any Advance requested by the applicable Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.2(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the any Borrower under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the any Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2, Section 11.2; then, in any such case, after engagement of one or more “Replacement Lenders” (as defined below) by the Borrower Company and/or the Administrative Agent, the Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(ASection 14.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, L/C Drafts and unreimbursed drawings under Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 14.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Company, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 4.1, 4.2, 4.4, and 11.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 12.8.
Appears in 3 contracts
Samples: Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V)
Replacement of Certain Lenders. In the event a any Lender ("AFFECTED LENDER"a) shall have:
(i) failed to fund its Pro Rata Share of any Advance have requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested additional compensation from the Borrower under SECTIONS 2.12(E), 4.1 Section 2.14 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other LendersSection 2.20, (iiib) delivered a shall have given notice pursuant under Section 2.17 of its inability to SECTION 4.3 claiming that make or maintain as such Lender is unable any Eurocurrency Loan or Eurodollar Loan, or (c) shall have refused to extend Eurodollar Rate make Revolving Loans or consent to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2, then, issuance of Letters of Credit in any such caserequested alternative currencies under Section 1.05, the Borrower may, at its sole expense and effort, require such Lender to transfer and assign, without recourse (in accordance with Section 9.04) all its interests, rights and obligations under this Agreement to an assignee which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, however, that (i) such assignment shall not conflict with any law, rule or regulation or order of any Governmental Authority, (ii) the Agent may make Borrower shall have received a written demand on such Affected Lender (with a copy to consent of the Agent in the case of an assignee that is not a demand by Lender, which consent shall not unreasonably be withheld, (iii) the Borrower and a copy or such assignee shall have paid to the Borrower assigning Lender in immediately available funds the case principal of a demand by the Agent) for the Affected Lender and interest accrued to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements five (5) Business Days after the date of such demandpayment on the Loans made by it hereunder and all other amounts owed to it hereunder, to one or more financial institutions that comply with the provisions of SECTION 13.3(Aand (iv) which the Borrower shall be obligated to replace all other Lenders that shall have taken the same actions (as such actions are described in either clause (a), (b) or the Agent(c) above, as applicable) that prompted the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and Borrower to replace the other Loan Documents (including, without limitation, its Commitment, all Loans owing Lender it opted to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13replace.
Appears in 2 contracts
Samples: Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De), Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De)
Replacement of Certain Lenders. In the event a any Lender ("AFFECTED LENDER"a) shall have:
(i) failed to fund its Pro Rata Share of any Advance have requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested additional compensation from the Borrower under SECTIONS 2.12(ESection 2.17(c), 4.1 Section 2.19 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other LendersSection 2.20, (iiib) delivered shall have given notice under Section 2.17 of its inability to make or maintain as such any Eurocurrency Loan or Eurodollar Loan, (c) is a notice pursuant Defaulting Lender hereunder, (d) shall have refused to SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Rate make Revolving Loans or consent to the Borrower for reasons not generally applicable to the other Lenders issuance of Letters of Credit in requested alternative currencies under Section 1.05, or (ive) has invoked SECTION 10.2, then, in any such caseis a Non-Consenting Lender, the Borrower or the Agent may make written demand on may, at its sole expense and effort, require such Affected Lender to transfer and assign, without recourse (in accordance with a copy and subject to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assignrestrictions contained in, and such Affected Lender shall use the consents required by, Section 9.04) all its best efforts to assign pursuant to one or more duly Assignment Agreements five (5) Business Days after the date of such demandinterests, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other related Loan Documents to an assignee that shall assume such assigned obligations (includingwhich assignee may be another Lender, without limitationif a Lender accepts such assignment); provided, its Commitmenthowever, all Loans owing to itthat (i) such assignment shall not conflict with any Applicable Law, all (ii) the Borrower shall have received a written consent of its participation interests the Administrative Agent in existing Letters the case of Creditan assignee that is not a Lender, which consent shall not unreasonably be withheld, and its obligation (iii) the Borrower or such assignee shall have paid to participate the assigning Lender in additional Letters immediately available funds the principal of Credit and interest accrued to the date of such payment on the Loans made by it hereunder and all other amounts owed to it hereunder) in accordance with SECTION 13.
Appears in 2 contracts
Samples: Senior Unsecured Revolving Credit Agreement, Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De)
Replacement of Certain Lenders. In the event a Lender shall have ("AFFECTED LENDER"a) shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund become a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Defaulting Lender is obligated to fund under the terms of this Agreement and which failure has not been curedSection 2.16, (iib) requested compensation from the Borrower Borrowers under SECTIONS 2.12(E), 4.1 Section 2.13 with respect to Taxes or 4.2 to recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.11 or other additional costs incurred by such Lender which which, in any case, are not being incurred generally by the other Lenders, (iiic) delivered a notice pursuant to SECTION 4.3 Section 2.11(d) claiming that such Lender is unable to extend Eurodollar Rate Loans Advances to the Borrower Borrowers for reasons not generally applicable to the other Lenders or (ivd) has invoked SECTION 10.2become a Non-Consenting Lender (in each case, an “Affected Lender”), then, in any such case, the Borrower Borrowers or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements five (5) executed Assignments and Acceptances within 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which the Borrower Borrowers or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER")purpose, all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) ), in accordance with SECTION 13Section 10.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within 5 Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11 and 10.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.09 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.
Appears in 2 contracts
Samples: Senior Secured Revolving Facility Credit Agreement (Chemtura CORP), Senior Secured Revolving Facility Credit Agreement (Chemtura CORP)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"“Affected Lender”) shall have:
: (i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), Borrower which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred requested generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or Lenders, (iv) invoked Section 10.2, or (v) failed to consent to a waiver or amendment hereto which has invoked SECTION 10.2otherwise been consented to by the Required Lenders, then, in any such case, the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Term Loan Commitment, if any, and, all Loans owing to it), all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13Section 13.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Woodward Governor Co), Term Loan Credit Agreement (Woodward Governor Co)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"an “Affected Lender”) shall have:
: (ia) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund become a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been curedDefaulting Lender, (iib) requested compensation from the Borrower Borrowers under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iiic) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Borrowers for reasons not generally applicable to the other Lenders or Lenders, (ivd) has invoked SECTION Section 10.2, or (e) failed or refused to consent by the relevant time to any amendment, waiver, supplement, restatement, discharge or termination of any provision of this Agreement when requested by the Company and the Administrative Agent and with respect to which (A) the consent of each affected Lender is required under Section 9.3 and (B) each other affected Lender has so consented then, in any such case, the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign assign, pursuant to one or more duly executed Assignment Agreements within five (5) Business Days after the date of such demand, at the cost and expense of the Company, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"a “Replacement Lender”), all or any portion of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to itit and, in the case of any Revolving Loan Lender, its Revolving Loan Commitment, all of its participation interests in existing Letters of CreditCredit (if any), and its obligation to participate in additional Letters of Credit hereunderand Swing Line Loans hereunder (if any)) in accordance with SECTION 13Section 13.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Company, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more Assignment Agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (b) (c), (d) or (e) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 2.20, 2.21(B), 3.10, 4.1, 4.2, 4.4 and 10.7 (and each other provision of this Agreement or the other Loan Documents whereby the Company or any of its Subsidiaries agrees to reimburse or indemnify the Lenders), as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Meritor Inc), Credit Agreement (Meritor Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDERAffected Lender") shall have:
: (i) failed to fund its Pro Rata Share Commitment Percentage of any Advance Loan requested by the Borrower, Borrowers or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)its Commitment Percentage of any unreimbursed payment made by the Fronting Bank, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower Borrowers under SECTIONS 2.12(E), 4.1 Section 2.15 with respect to increased costs or 4.2 capital or under Section 2.18 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which which, in any case, are not being incurred generally by the other Lenders, or (iii) delivered a notice pursuant to SECTION 4.3 Section 2.16 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower Borrowers for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, the Borrower Borrowers or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly Assignment Agreements executed Assignments and Acceptances five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 9.3 which the Borrower Borrowers or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.this
Appears in 2 contracts
Samples: Revolving Credit Agreement (Interstate Bakeries Corp/De/), Revolving Credit Agreement (Interstate Bakeries Corp/De/)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.3(D), or to make payment in respect of any Alternate Currency Loan purchased by such Lender pursuant to Section 2.21(E), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans and Alternate Currency Loans hereunder) in accordance with SECTION 13Section 13.3. The Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.15(D) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.20; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8. Upon the replacement of any Affected Lender pursuant to this Section 2.20, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.
Appears in 2 contracts
Samples: Credit Agreement (Schawk Inc), Credit Agreement (Schawk Inc)
Replacement of Certain Lenders. In the event a Lender (the "AFFECTED LENDERAffected Lender") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) have requested compensation from the Borrower under SECTIONS 2.12(E), 4.1 Sections 3.1 or 4.2 3.2 to recover Taxes, Other Taxes or other cover additional costs incurred by such Lender which that are not being incurred generally by the other Lenders, (iii) Lenders or shall have delivered a notice pursuant to SECTION 4.3 claiming Section 3.3 that such Affected Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2such Affected Lender is a Rejecting Lender pursuant to Section 2.20, then, in any such case, the Borrower or the Agent may make written demand demands on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign assign, pursuant to one or more duly Assignment Agreements executed assignment agreements in substantially the form provided for in Section 15.3.1, within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which Section 15.3, and if selected by the Borrower or Borrower, that are reasonably acceptable to the AgentAgent (each, as the case may be, shall have engaged for such purpose (a "REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, Commitment and all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13Section 15.
Appears in 2 contracts
Samples: Credit Agreement (U S Home Corp /De/), Credit Agreement (U S Home Corp /De/)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.3(d), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements executed assignments and acceptances in substantially the form of Exhibit E five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION Section 13.
Appears in 1 contract
Samples: Credit Agreement (Printpack Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the applicable Borrower, or to fund a Revolving make payment in respect of any Alternate Currency Loan in order to repay Swing Line Loans purchased by such Lender pursuant to SECTION 2.1(B)(IVSection 2.21(E), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the any Borrower under SECTIONS 2.12(ESections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other LendersLenders except as provided under any applicable Alternate Currency Addendum, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Company for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2, Section 11.2; then, in any such case, after engagement of one or more "Replacement Lenders" (as defined below) by the Borrower Company and/or the Administrative Agent, the Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(ASection 14.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.without
Appears in 1 contract
Samples: 5 Year Revolving Credit Agreement (American National Can Group Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"“Affected Lender”) shall have:
: (i) failed to fund its Pro Rata Share of any Advance requested by the a Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)or Reimbursement Obligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the either Borrower under SECTIONS 2.12(E)Sections 4.1, 4.1 4.2, 4.5 or 4.2 4.8 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Borrowers for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Domestic Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Domestic Borrower and a copy to the Domestic Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 13.3 which the Domestic Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 13.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Domestic Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 4.1, 4.2, 4.5 or 4.8 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.1, 4.2, 4.4, 4.5, 4.8 and 10.6, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV2.1(b)(iv), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E2.12(e), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A13.3(a) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.
Appears in 1 contract
Samples: Credit Agreement (Metals Usa Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"“Affected Lender”) shall have:
: (i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.2(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred requested generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or Lenders, (iv) invoked Section 10.2, or (v) failed to consent to a waiver or amendment hereto which has invoked SECTION 10.2otherwise been consented to by the Required Lenders, then, in any such case, the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 13.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDERAffected Lender") shall have:
: (ia) failed to fund its Pro Rata Tranche A Revolving Share or Pro Rata Tranche B Revolving Share of any Advance requested by the applicable Borrower, or to fund a Revolving make payment in respect of any Alternate Currency Loan in order to repay Swing Line Loans purchased by such Lender pursuant to SECTION 2.1(B)(IVSection 2.21(e), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (iib) requested compensation from the any Borrower under SECTIONS 2.12(ESections 2.15(e), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other LendersLenders except as provided under any applicable Alternate Currency Addendum, or (iiic) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Company for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, after the Borrower engagement of one or more "Replacement Lenders" (as defined below) by the Company and/or the Administrative Agent, the Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(ASection 14.3(a) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Alternate Currency Loans hereunder) in accordance with SECTION 13Section 14.3. The Administrative Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. With respect to such assignment the Affected Lender shall be entitled to receive, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.15(e), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.15(c) in the event of any replacement of any Affected Lender under clause (b) or clause (c) of this Section 2.20; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15(e), 4.1, 4.2, 4.4, and 11.6, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 12.8.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDERAffected Lender") shall have:
(i) failed to fund its applicable Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)Section 2.3(D) or in respect of L/C Obligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, Acquisition Facility Commitment all Loans owing to it, all of its participation interests in existing Letters of CreditCredit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13.Section 13.3. The Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.15(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.20; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated
Appears in 1 contract
Samples: Credit Agreement (Finishmaster Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the a Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.2(D), or to make payment in respect of any Alternate Currency Loan purchased by such Lender pursuant to Section 2.20(E), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the a Borrower under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other LendersLenders except as provided under any applicable Alternate Currency Addendum, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the applicable Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans and Alternate Currency Loans hereunder) in accordance with SECTION 13Section 13.3 (it being understood and agreed that nothing contained herein shall require any Affected Lender to assign its rights and obligations under this Agreement and the other Loan Documents at less than par value). The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Company, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more Assignment Agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 4.1, 4.2, 4.4, and 10.7 and each other provision of this Agreement or the other Loan Documents whereby the Company or any of its Subsidiaries agrees to reimburse or indemnify any of the Administrative Agent and the Lenders, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.
Appears in 1 contract
Samples: Credit Agreement (Kaydon Corp)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
: (i) failed to fund its Revolving Loan Pro Rata Share, Tranche A Pro Rata Share or Tranche B Pro Rata Share, as applicable, of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV2.3(d), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2, then, in any such case, the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"an “Affected Lender”) shall have:
: (i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)or Reimbursement Obligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E)Sections 4.1, 4.1 4.2 or 4.2 4.5 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 13.3 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 13.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute any Assignment and Assumption as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 4.1, 4.2 and 4.5 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.1, 4.2, 4.4, 4.5 and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Article XI with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.
Appears in 1 contract
Samples: Revolving Credit Agreement (Energizer Holdings Inc)
Replacement of Certain Lenders. In the event If a Lender ("AFFECTED LENDER"“Affected Lender”) shall have:
: (i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, become a Defaulting Lender or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been curedNon-Consenting Lender, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.14(e), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Section 11.2, then, in any such case, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.1), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.14(e), 4.1, 4.2, 4.4, and 11.7) and obligations under this Agreement and the 44 67501104_3 related Loan Documents to an Eligible 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 paid to the Administrative Agent the assignment fee (if any) specified in Section 14.1;
(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.4) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Agent may make written demand on such Affected Lender Borrower (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower all other amounts);
(c) in the case of any such assignment resulting from a demand by claim for compensation or payments required to be made pursuant to Section 4.1 or 4.2, such assignment will result in a reduction in such compensation or payments thereafter;
(d) such assignment does not conflict with applicable Requirements of Law; and
(e) in the Agent) for case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the Affected Lender applicable assignee shall have consented to assignthe applicable amendment, and such Affected waiver or consent. A Lender shall use its best efforts not be required to assign pursuant make any such assignment or 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 apply. The Administrative Agent is authorized to execute one or more duly Assignment Agreements of such assignment agreements as attorney‑in‑fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after demand from the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which the Borrower Administrative Agent or the Agent, as the case may be, shall have engaged Company for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights Lender to execute and obligations under this Agreement and deliver the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13same.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDERAffected Lender") shall have:
: (i) failed to fund its Pro Rata Share of any Advance Borrowing requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), Borrower which such Lender is obligated to fund under the terms of this Agreement and which such failure has not been cured, (ii) has requested compensation from the Borrower under SECTIONS 2.12(E), 4.1 Section 2.10 or 4.2 2.11 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, or (iii) delivered a notice pursuant to SECTION 4.3 Section 2.09(c)(i) claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly executed Assignment Agreements and Acceptances five (5) Business Days after the date of such demand, to one or more financial institutions that comply which complies with the provisions of SECTION 13.3(ASection 11.02) (and, if selected by the Borrower is reasonably acceptable to the Agent) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, Commitment and its obligation to participate in additional Letters of Revolving Credit hereunderExposure) in accordance with SECTION 13.Section 11.02. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Supplemental Advance requested by the Borrower, or to fund a Revolving Loan Supplemental Advance in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)Reimbursement Obligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iviii) has invoked SECTION 10.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment executed Assignments Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Supplemental Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.
Appears in 1 contract
Samples: Credit Agreement (Binks Sames Corp)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"“Affected Lender”) shall have:
: (i) failed to fund its Pro Rata Share Commitment Percentage of any Advance Loan requested by the Borrower, Borrowers or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)its Commitment Percentage of any unreimbursed payment made by the Fronting Bank, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower Borrowers under SECTIONS 2.12(E), 4.1 Section 2.16 with respect to increased costs or 4.2 capital or under Section 2.19 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which which, in any case, are not being incurred generally by the other Lenders, or (iii) delivered a notice pursuant to SECTION 4.3 Section 2.17 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower Borrowers for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, the Borrower Borrowers or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign (at par, unless otherwise consented to by the applicable Affected Lender) pursuant to one or more duly Assignment Agreements executed Assignments and Acceptances five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Eligible Assignees which the Borrower Borrowers or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of CreditCredit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 10.03. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrowers, to use its reasonable efforts to obtain the Commitments from one or more Eligible Assignees to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Section 2.16 with respect to such Affected Lender and compensation payable under Section 2.21 in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.30; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.16, 10.05 and 10.06, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 8.06 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Federal Mogul Corp)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDERAffected --------------------------------- Lender") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E)Sections 4.1, 4.1 4.2 or 4.2 4.5 to recover Taxes, ------------ --- --- Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate ------------ Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower or the ------------ Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 13.3 which the ------------ Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, Revolving Loan Commitment and all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION Section 13.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"“Affected Lender”) shall have:
: (i) failed to fund its Pro Rata Share Commitment Percentage of any Advance Loan requested by the Borrower, Borrowers or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)its Commitment Percentage of any unreimbursed payment made by the Fronting Bank, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower Borrowers under SECTIONS 2.12(E), 4.1 Section 2.15 with respect to increased costs or 4.2 capital or under Section 2.18 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which which, in any case, are not being incurred generally by the other Lenders, or (iii) delivered a notice pursuant to SECTION 4.3 Section 2.16 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower Borrowers for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, the Borrower Borrowers or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly Assignment Agreements executed Assignments and Acceptances five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 10.3 which the Borrower Borrowers or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13Section 10.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrowers, to use its reasonable efforts to obtain the Commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Section 2.15 with respect to such Affected Lender and compensation payable under Section 2.20 in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.29; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 10.5 and 10.6, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 8.6 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Guaranty Agreement (Federal Mogul Corp)
Replacement of Certain Lenders. In the event a any Lender ("AFFECTED LENDER"an “Affected Lender”) shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund becomes a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been curedDefaulting Lender, (ii) requested requests compensation from the Borrower Borrowers under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered delivers a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Company for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION invokes Section 10.2, then, in any such case, the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"a “Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 13.3; provided, that such Affected Lender’s failure to execute an Assignment Agreement in accordance with the terms described above will not impair the validity of the removal of such Affected Lender, and the mandatory assignment of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) shall nevertheless be effective without the execution of such an Assignment Agreement; provided, however, that nothing herein shall require any Affected Lender to assign its rights and obligation under this Agreement and the other Loan Documents at less than par value. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Company, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii), clause (iii) or clause (iv) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 2.11(B), 3.10, 4.1, 4.2, 4.4 and 10.7 (and each other provision of this Agreement or the other Loan Documents whereby the Company or any of its Subsidiaries agrees to reimburse or indemnify the Lenders), as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.
Appears in 1 contract
Samples: Credit Agreement (Steelcase Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Revolving Share of any Advance requested by the applicable Borrower, or to fund a Revolving make payment in respect of any Alternate Currency Loan in order to repay Swing Line Loans purchased by such Lender pursuant to SECTION 2.1(B)(IV2.21(E), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the any Borrower under SECTIONS 2.12(E2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other LendersLenders except as provided under any applicable Alternate Currency Addendum, or (iii) delivered a notice pursuant to SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Company for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, after the Borrower engagement of one or more "Replacement Lenders" (as defined below) by the Company and/or the Administrative Agent, the Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A14.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Alternate Currency Loans hereunder) in accordance with SECTION 1314.3. The Administrative Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. With respect to such assignment the Affected Lender shall be entitled to receive, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under SECTIONS 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under SECTION 2.15(C) in the event of any replacement of any Affected Lender under CLAUSE (ii) or CLAUSE (iii) of this SECTION 2.20; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15(E), 4.1, 4.2, 4.4, and 11.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 12.8.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDERAffected Lender") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the applicable Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.2(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the any Borrower under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the any Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2, Section 11.2; then, in any such case, after engagement of one or more "Replacement Lenders" (as defined below) by the Borrower Company and/or the Administrative Agent, the Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(ASection 14.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, L/C Drafts and unreimbursed drawings under Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 14.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDERAffected Lender") shall have:
: (i) failed to fund its Pro Rata Share Commitment Percentage of any Advance Loan requested by the Borrower, Borrowers or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)its Commitment Percentage of any unreimbursed payment made by the Fronting Bank, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower Borrowers under SECTIONS 2.12(E), 4.1 Section 2.15 with respect to increased costs or 4.2 capital or under Section 2.18 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which which, in any case, are not being incurred generally by the other Lenders, or (iii) delivered a notice pursuant to SECTION 4.3 Section 2.16 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower Borrowers for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, the Borrower Borrowers or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly Assignment Agreements executed Assignments and Acceptances five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 9.3 which the Borrower Borrowers or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13Section 9.
Appears in 1 contract
Samples: Revolving Credit Agreement (Interstate Bakeries Corp/De/)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the applicable Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the any Borrower under SECTIONS 2.12(E2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, or (iii) delivered a notice pursuant to SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Company for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, after the Borrower engagement of one or more "Replacement Lenders" (as defined below) by the Company and/or the Administrative Agent, the Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A14.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, Revolving Loan Commitment and all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 1314.3. The Administrative Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. With respect to such assignment the Affected Lender shall be entitled to receive, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under SECTIONS 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under SECTION 2.15(C) in the event of any replacement of any Affected Lender under CLAUSE (ii) or CLAUSE (iii) of this SECTION 2.20; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15(E), 4.1, 4.2, 4.4, and 11.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under SECTION 12.8.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"“Affected Lender”) shall have:
: (i) failed to fund its applicable Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)Section 2.3(D) or in respect of L/C Obligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower Representative or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower Representative in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of CreditCredit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 13.3. The Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower Representative, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.15(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.20; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 with respect to obligations of the Affected Lender which accrued but were not yet paid under Section 11.8 at the time of the assignment to the Replacement Lender. Upon the replacement of any Affected Lender pursuant to this Section 2.20, the provisions of Section 9.2 shall continue to apply with respect to Borrowings which are then outstanding with respect to which the Affected Lender failed to fund its applicable Pro Rata Share and which failure has not been cured.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
If (i) failed to fund its Pro Rata Share of any Advance requested by Lender requests compensation under Section 3.6 or Section 3.7 and the Borrower, or to fund a Revolving Loan circumstances described in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), such Section for which such Lender is obligated claiming compensation do not apply to fund under the terms a majority in number of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (ii) the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.9, (iii) delivered a Lender does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that requires unanimous consent of all Lenders and that has been approved by the Required Lenders, (iv) any Lender delivers a notice pursuant to SECTION 4.3 claiming Section 3.5 with respect to circumstances that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons do not generally applicable to affect any of the other Lenders hereunder, or (ivv) has invoked SECTION 10.2any Lender is a Defaulting Lender, then, in any such case, then the Borrower or the Agent Borrowers may make written demand on such Affected Lender (with a copy to the Agent and in the case of a demand by clauses (iii) and (iv) above, Agent may), at the Borrower sole expense and a copy effort of the Borrowers, upon notice to such Lender and Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the Borrower in the case of a demand by the Agent) for the Affected Lender to assignrestrictions contained in, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements five (5) Business Days after the date of such demandconsents required by, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"Section 13.3), all of such Affected Lender's its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a) the Borrowers shall have paid to Agent the assignment fee specified in Section 13.3.2;
(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including, without limitation, its Commitment, including any amounts under Section 3.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunderother amounts);
(c) in accordance with SECTION 13.the case of any such assignment resulting from a claim for compensation under
Appears in 1 contract
Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
: (i) failed to fund its Pro Rata Tranche A Revolving Share or Pro Rata Tranche B Revolving Share of any Advance requested by the applicable Borrower, or to fund a Revolving make payment in respect of any Alternate Currency Loan in order to repay Swing Line Loans purchased by such Lender pursuant to SECTION 2.1(B)(IVSection 2.21(E), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the any Borrower under SECTIONS 2.12(ESections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other LendersLenders except as provided under any applicable Alternate Currency Addendum, or (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Company for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, after the Borrower engagement of one or more "Replacement Lenders" (as defined below) by the Company and/or the Administrative Agent, the Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(ASection 14.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Alternate Currency Loans hereunder) in accordance with SECTION 13Section 14.3. The Administrative Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. With respect to such assignment the Affected Lender shall be entitled to receive, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.15(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.20; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15(E), 4.1, 4.2, 4.4, and 11.6, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 12.8.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender (an "AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the a Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.2(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower Borrowers under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Company for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose (a "REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 13.3; provided, that such Affected Lender's failure to execute an Assignment Agreement in accordance with the terms described above will not impair the validity of the removal of such Affected Lender, and the mandatory assignment of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) shall nevertheless be effective without the execution of such an Assignment Agreement; provided, however, that nothing herein shall require any Affected Lender to assign its rights and obligation under this Agreement and the other Loan Documents at less than par value. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Company, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 2.21(B), 3.10, 4.1, 4.2, 4.4 and 10.7 (and each other provision of this Agreement or the other Loan Documents whereby the Company or any of its Subsidiaries agrees to reimburse or indemnify the Lenders), as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.
Appears in 1 contract
Samples: Credit Agreement (Steelcase Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), Borrower which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E2.15(E), 4.1 3.1 or 4.2 3.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3 3.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.29.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements executed Assignments in substantially the form of EXHIBIT F five (5) Business Days after the date of such demand, to one or more financial institutions that comply which complies with the provisions of SECTION 13.3(A12.3(A) (and, if selected by the Borrower is reasonably acceptable to the Agent) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, its Acquisition Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.Loans
Appears in 1 contract
Replacement of Certain Lenders. In the event a any Lender ("AFFECTED LENDER"an “Affected Lender”) shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund becomes a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been curedDefaulting Lender, (ii) requested requests compensation from the Borrower Borrowers under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered delivers a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Company for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION invokes Section 10.2, then, in any such case, the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Sections 13.3(A) and 13.3(B) (provided that the consent of each of the Issuing Bank and the Swing Line Bank shall only be required if a Revolving Loan Commitment is being assigned) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"a “Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 13.3; provided, that such Affected Lender’s failure to execute an Assignment Agreement in accordance with the terms described above will not impair the validity of the removal of such Affected Lender, and the mandatory assignment of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) shall nevertheless be effective without the execution of such an Assignment Agreement; provided, however, that nothing herein shall require any Affected Lender to assign its rights and obligation under this Agreement and the other Loan Documents at less than par value. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Company, to use its reasonable efforts to obtain the commitments from one or more financial institutions (other than an Ineligible Institution) to act as a Replacement Lender. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii), clause (iii) or clause (iv) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 2.11(B), 3.10, 4.1, 4.2, 4.4 and 10.7 (and each other provision of this Agreement or the other Loan Documents whereby the Company or any of its Subsidiaries agrees to reimburse or indemnify the Lenders), as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.
Appears in 1 contract
Samples: Credit Agreement (Steelcase Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDERAffected Lender") shall have:
: (i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), Borrower which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.15(E), 4.1 3.1 or 4.2 3.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3 Section 3.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Section 9.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements executed assignment and acceptance agreements in substantially the form of Exhibit E five (5) Business Days after the date of such demand, to one or more financial institutions that comply which complies with the provisions of SECTION 13.3(ASection 12.3(A) (and, if selected by the Borrower is reasonably acceptable to the Agent) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.Replacement
Appears in 1 contract
Samples: Credit Agreement (SCP Pool Corp)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"an “Affected Lender”) shall have:
: (i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund become a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been curedDefaulting Lender, (ii) requested compensation from the Borrower under SECTIONS 2.12(E)Sections 4.01, 4.1 4.02 or 4.2 4.05 to recover Indemnified Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3 Section 4.03 claiming that such Lender is unable to extend Eurodollar Rate Term Benchmark Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Section 10.02, then, in any such case, the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 13.03 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment and/or Term Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13.Section 13.03. The Administrative Agent is authorized to execute any Assignment and Assumption as attorney-in-fact for any Affected Xxxxxx failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, 73 #98412540v7
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.3(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment executed Assignments Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of CreditCredit and Outstanding Acceptances, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION Section 13.
Appears in 1 contract
Samples: Credit Agreement (Binks Sames Corp)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDERAffected --------------------------------- Lender") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)or Reimbursement Obligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E)Sections 4.1, 4.1 4.2 or 4.2 4.5 to ------------ --- --- recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend ------------ Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the ------------ Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 13.3 which the Borrower or the Administrative Agent, as ------------- the case may be, shall have engaged for such purpose ("REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION Section ------- 13.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDERAffected Lender") shall have:
: (i) failed to fund its applicable Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)respect of L/C Obligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.13(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13Section 13.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.13(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.13(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 with respect to obligations of the Affected Lender which accrued but were not yet paid under Section 11.8 at the time of the assignment to the Replacement Lender. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Borrowings which are then outstanding with respect to which the Affected Lender failed to fund its applicable Pro Rata Share and which failure has not been cured.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender (the "AFFECTED LENDERAffected Lender") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) have requested compensation from the Borrower under SECTIONS 2.12(E), 4.1 Sections 3.1 or 4.2 3.2 to recover Taxes, Other Taxes or other cover additional costs incurred by such Lender which that are not being incurred generally by the other Lenders, (iii) Lenders or shall have delivered a notice pursuant to SECTION 4.3 claiming Section 3.3 that such Affected Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2such Affected Lender is a Rejecting Lender pursuant to Section 2.20, then, in any such case, the Borrower or the Agent may make written demand demands on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign assign, pursuant to one or more duly Assignment Agreements executed assignment agreements in substantially the form provided for in Section 15.3.1, within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which Section 15.3, and if selected by the Borrower, that are reasonably acceptable to the Agent, that the Borrower or the Agent, as the case may be, shall have engaged for such purpose (the "REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.the
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ------------------------------ ("AFFECTED LENDERAffected Lender") shall have:
: (i) failed to fund its Pro Rata Share Commitment Percentage of any Advance Loan requested by the Borrower, Borrowers or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)its Commitment Percentage of any unreimbursed payment made by the Fronting Bank, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower Borrowers under SECTIONS 2.12(E), 4.1 Section 2.15 ------------ with respect to increased costs or 4.2 capital or under Section 2.18 to recover ------------ Taxes, Other Taxes or other additional costs incurred by such Lender which which, in any case, are not being incurred generally by the other Lenders, or (iii) delivered a notice pursuant to SECTION 4.3 Section 2.16 claiming that such Lender is unable ------------ to extend Eurodollar Rate Loans to the Borrower Borrowers for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, the Borrower Borrowers or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.Affected
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Bethlehem Steel Corp /De/)
Replacement of Certain Lenders. In the event a Lender (the "AFFECTED LENDERAffected Lender") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) have requested compensation from the Borrower under SECTIONS 2.12(E), 4.1 Sections 3.1 or 4.2 3.2 to recover Taxes, Other Taxes or other cover additional costs incurred by such Lender which that are not being incurred generally by the other Lenders, (iii) Lenders or shall have delivered a notice pursuant to SECTION 4.3 claiming Section 3.3 that such Affected Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2such Affected Lender is a Rejecting Lender pursuant to Section 2.20, then, in any such case, the Borrower or the Agent may make written demand demands on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign assign, pursuant to one or more duly Assignment Agreements executed assignment agreements in substantially the form provided for in Section 15.3.1, within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which Section 15.3, and if selected by the Borrower, that are reasonably acceptable to the Agent, that the Borrower or the Agent, as the case may be, shall have engaged for such purpose (the "REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, Commitment and all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13Section 15.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender (an "AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the a Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.2(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower Borrowers under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Company for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose (a "REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 13.3 provided, however, that nothing herein shall require any Affected Lender to assign its rights and obligation under this Agreement and the other Loan Documents at less than par value. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Company, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more Assignment Agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 2.21(B), 3.10, 4.1, 4.2, 4.4 and 10.7 (and each other provision of this Agreement or the other Loan Documents whereby the Company or any of its Subsidiaries agrees to reimburse or indemnify the Lenders), as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.
Appears in 1 contract
Samples: Credit Agreement (Steelcase Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDERAffected Lender") shall have:
: (i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), Borrower which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.15(E), 4.1 3.1 or 4.2 3.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3 Section 3.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Section 9.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements executed assignment and acceptance agreements in substantially the form of Exhibit E five (5) Business Days after the date of such demand, to one or more financial institutions that comply which complies with the provisions of SECTION 13.3(ASection 12.3(A) (and, if selected by the Borrower is reasonably acceptable to the Agent) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13Section 12.
Appears in 1 contract
Samples: Credit Agreement (SCP Pool Corp)
Replacement of Certain Lenders. In the event a Lender shall have ("AFFECTED LENDER"a) shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund become a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Defaulting Lender is obligated to fund under the terms of this Agreement and which failure has not been curedSection 2.15, (iib) requested compensation from the Borrower Borrowers under SECTIONS 2.12(E), 4.1 Section 2.12 with respect to Taxes or 4.2 to recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which which, in any case, are not being incurred generally by the other Lenders, (iiic) delivered a notice pursuant to SECTION 4.3 Section 2.10(d) claiming that such Lender is unable to extend Eurodollar Rate Loans Advances to the Borrower for reasons not generally applicable to the other Lenders or (ivd) has invoked SECTION 10.2become a Non-Consenting Lender (in each case, an “Affected Lender”), then, in any such case, the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements five (5) executed Assignments and Acceptances within 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER")purpose, all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans Advances owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) ), in accordance with SECTION 13Section 10.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within 5 Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.10 and 10.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.09 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Revolving Loan Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.3(d), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its reasonable best efforts to assign pursuant to one or more duly Assignment Agreements executed assignments and acceptances in substantially the form of Exhibit E five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION Section 13.
Appears in 1 contract
Samples: Credit Agreement (Printpack Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"“Affected Lender”) shall have:
: (i) failed to fund its applicable Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)respect of L/C Obligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.13(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13Section 13.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.13(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.13(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 with respect to obligations of the Affected Lender which accrued but were not yet paid under Section 11.8 at the time of the assignment to the Replacement Lender. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Borrowings which are then outstanding with respect to which the Affected Lender failed to fund its applicable Pro Rata Share and which failure has not been cured.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ------------------------------ ("AFFECTED LENDERAffected Lender") shall have:
: (i) failed to fund its Pro Rata Share Commitment Percentage of --------------- any Advance Loan requested by the Borrower, Borrowers or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)its Commitment Percentage of any unreimbursed payment made by the Fronting Bank, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower Borrowers under SECTIONS 2.12(E), 4.1 Section 2.15 with respect ------- ---- to increased costs or 4.2 capital or under Section 2.18 to recover Taxes, Other ------------ Taxes or other additional costs incurred by such Lender which which, in any case, are not being incurred generally by the other Lenders, or (iii) delivered a notice pursuant to SECTION 4.3 Section 2.16 claiming that such Lender is unable to extend ------------ Eurodollar Rate Loans to the Borrower Borrowers for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, the Borrower Borrowers or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly Assignment Agreements executed Assignments and Acceptances five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 10.3 which the Borrower Borrowers ------------ or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and ------------------ obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13Section 10.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Guaranty Agreement (Federal Mogul Corp)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)or Reimbursement Obligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E)Sections 4.1, 4.1 4.2 or 4.2 4.5 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 13.3 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION Section 13.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"an “Affected Lender”) shall have:
: (ia) failed to fund its Term Loan or its Pro Rata Share of any Revolving Advance requested by the a Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.2(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (iib) requested compensation from the Borrower Borrowers under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iiic) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Borrowers for reasons not generally applicable to the other Lenders or Lenders, (ivd) has invoked SECTION Section 10.2, or (e) failed or refused to consent by the relevant time to any amendment, waiver, supplement, restatement, discharge or termination of any provision of this Agreement when requested by the Company and the Administrative Agent and with respect to which (A) the consent of each affected Lender is required under Section 9.3 and (B) each other affected Lender has so consented then, in any such case, the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign assign, pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, at the cost and expense of the Company, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"a “Replacement Lender”), all or any portion of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to itit and, in the case of any Revolving Loan Lender, its Revolving Loan Commitment, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 13.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Company, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more Assignment Agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (b) (c), (d) or (e)of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 2.20, 2.21(B), 3.10, 4.1, 4.2, 4.4 and 10.7 (and each other provision of this Agreement or the other Loan Documents whereby the Company or any of its Subsidiaries agrees to reimburse or indemnify the Lenders), as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto.
Appears in 1 contract
Samples: Credit Agreement (Arvinmeritor Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)or Reimbursement Obligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E)4.1, 4.1 4.2 or 4.2 4.5 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the any other LendersLender, (iii) delivered a notice pursuant to SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) 13.3 which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.such
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
: (i) failed to fund its Pro Rata Share Commitment Percentage of any Advance Loan requested by the Borrower, Borrower or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)its Commitment Percentage of any unreimbursed payment made by the Fronting Bank, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E), 4.1 Section 2.14 with respect to increased costs or 4.2 capital or under Section 2.17 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which which, in any case, are not being incurred generally by the other Lenders, or (iii) delivered a notice pursuant to SECTION 4.3 Section 2.15 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements executed Assignments and Acceptances within five (5) Business Days after the date of such demandon which a Replacement Lender has been identified to the Affected Lender, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Eligible Assignees, which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13Section 10.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Hayes Lemmerz International Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the a Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.2(D), or to make payment in respect of any Alternate Currency Loan purchased by such Lender pursuant to Section 2.20(E), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the a Borrower under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other LendersLenders except as provided under any applicable Alternate Currency Addendum, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or Lenders, (iv) has invoked SECTION Section 10.2, or (v) has failed to consent to a waiver or amendment hereto which has otherwise been consented to by the Required Lenders, then, in any such case, the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.use
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDERAffected Lender") shall have:
: (i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the any Borrower under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (ivii) has invoked SECTION 10.2, Section 11.2; then, in any such case, after engagement of one or more "Replacement Lenders" (as defined below) by the Borrower Company and/or the Administrative Agent, the Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(ASection 14.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, L/C Drafts and unreimbursed drawings under Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13Section 14.
Appears in 1 contract
Replacement of Certain Lenders. In the event If a Lender ("AFFECTED LENDER") shall have:
: (i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), Borrower which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) has requested compensation from the Borrower under SECTIONS 2.12(E2.14(E), 4.1 3.1 or 4.2 3.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3 3.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.29.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements executed assignment and acceptance agreements in substantially the form of EXHIBIT D five (5) Business Days after the date of such demand, to one or more financial institutions that comply which complies with the provisions of SECTION 13.3(A12.3(A) (and, if selected by the Borrower is reasonably acceptable to the Agent) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 1312.
Appears in 1 contract
Replacement of Certain Lenders. In the event If a Lender ("AFFECTED LENDER"“Affected Lender”) shall have:
: (i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, become a Defaulting Lender or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been curedNon-Consenting Lender, (ii) requested compensation from the any Borrower under SECTIONS 2.12(ESections 2.14(e), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the any Borrower for reasons not generally applicable to the other Lenders or Lenders, (iv) has invoked SECTION 10.2Section 11.2 or (v) become a Protesting Lender that may be replaced by the Borrowers pursuant to Section 2.20, thenthen the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.1), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.14(e), 4.1, 4.2, 4.4, and 11.7) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a) the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 14.1;
(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.4) from the assignee (to the extent of such case, the Borrower outstanding principal and accrued interest and fees) or the Agent may make written demand on such Affected Lender Borrowers (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower all other amounts);
(c) in the case of any such assignment resulting from a demand claim for compensation or payments required to be made pursuant to Section 4.1 or 4.2, such assignment will result in a reduction in such compensation or payments thereafter;
(d) such assignment does not conflict with applicable Requirements of Law;
(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent; and
(f) if at the time of such assignment, any Loan made to a Dutch Borrower would be outstanding and the Affected Lender’s Pro Rata Share of any and all of such Loans would, as of the date of assignment, in the aggregate with respect to any Dutch Borrower, be more than zero but less than the equivalent in Dollars (calculated on the basis of the Spot Rate of the Administrative Agent as of the date of such assignment) of €100,000, no assignment of Loans to such Dutch Borrower by the Agent) for the Affected Lender shall be made to assign, and such Affected an Eligible Assignee pursuant to this Section 2.19 other than to a Professional Market Party. A Lender shall use its best efforts not be required to assign pursuant make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. The Administrative Agent is authorized to execute one or more duly Assignment Agreements of such assignment agreements as attorney‑in‑fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after demand from the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which the Borrower Administrative Agent or the Agent, as the case may be, shall have engaged Company for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights Lender to execute and obligations under this Agreement and deliver the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13same.
Appears in 1 contract
Samples: Revolving Credit Agreement (Chicago Bridge & Iron Co N V)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Applicable Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.3(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, Credit and its obligation to participate in additional Letters of Credit and Swing Line Loans and Alternate Currency Loans hereunder) in accordance with SECTION 13Section 13.3. The Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.15(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.20; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8. Upon the replacement of any Affected Lender pursuant to this Section 2.20, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Applicable Pro Rata Share and which failure has not been cured.
Appears in 1 contract
Samples: Credit Agreement (Schawk Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED ------------------------------ LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), any Borrower which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower Borrowers under SECTIONS 2.12(ESections 2.15(E), 4.1 3.1 or 4.2 3.2 to recover ---------------- --- --- Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3 Section 3.3 claiming that such Lender is unable to extend Eurodollar ----------- Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Section 11.2, then, in any such case, the Borrower Borrowers ------------ or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements executed assignment and acceptance agreements in substantially the form of Exhibit F five (5) Business Days after the date of such demand, to one or more --------- financial institutions that comply with the provisions of SECTION Section 13.3(A) (and, --------------- if selected by the Borrowers is reasonably acceptable to the Agent) which the Borrower Borrowers or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION Section 13.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.3(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been curedcured within five Business Days, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.engaged
Appears in 1 contract
Samples: Credit Agreement (FTD Corp)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED --------------------------------- LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)or Reimbursement Obligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E)Sections 4.1, 4.1 4.2 or 4.2 4.5 to ------------ --- --- recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend ------------ Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the ------------ Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 13.3 which the Borrower or the Administrative Agent, as ------------- the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION Section ------- 13.
Appears in 1 contract
Samples: Revolving Credit Agreement (Energizer Holdings Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the a Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)or Reimbursement Obligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the either Borrower under SECTIONS 2.12(E)Sections 4.1, 4.1 4.2, 4.5 or 4.2 4.8 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Borrowers for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Domestic Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Domestic Borrower and a copy to the Domestic Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 13.3 which the Domestic Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION Section 13.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDERAffected Lender") shall have:
(i) failed to fund its applicable Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)Section 2.3(D) or in respect of L/C Obligations, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of CreditCredit and Swing Line Loans, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 13.3. The Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.15(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.20; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 with respect to obligations of the Affected Lender which accrued but were not yet paid under Section 11.8 at the time of the assignment to the Replacement Lender. Upon the replacement of any Affected Lender pursuant to this Section 2.20, the provisions of Section 9.2 shall continue to apply with respect to Borrowings which are then outstanding with respect to which the Affected Lender failed to fund its applicable Pro Rata Share and which failure has not been cured.
Appears in 1 contract
Samples: Credit Agreement (Finishmaster Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV2.3(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements executed assignments and acceptances in substantially the form of EXHIBIT E within five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.the
Appears in 1 contract
Samples: Credit Agreement (CTS Corp)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
: (i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV2.2(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred requested generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or Lenders, (iv) has invoked SECTION 10.2, or (v) failed to consent to a waiver or amendment hereto which has otherwise been consented to by the Required Lenders, then, in any such case, the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 1313.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Borrower, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under SECTIONS 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under SECTION 2.14(C) in the event of any replacement of any Affected Lender under CLAUSE (ii) or CLAUSE (iii) of this SECTION 2.19; PROVIDED that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of SECTIONS 2.14(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under SECTION 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto. Upon the replacement of any Affected Lender pursuant to this SECTION 2.19, the provisions of SECTION 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"an “Affected Lender”) shall have:
: (ia) failed to fund its Pro Rata Share of any Advance requested by the a Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.2(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (iib) requested compensation from the Borrower Borrowers under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, Lenders or (iiic) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Company for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign assign, pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"a “Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 13.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Company, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more Assignment Agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (b) or clause (c) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 2.20, 2.21(B), 3.10, 4.1, 4.2, 4.4 and 10.7 (and each other provision of this Agreement or the other Loan Documents whereby the Company or any of its Subsidiaries agrees to reimburse or indemnify the Lenders), as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto.
Appears in 1 contract
Samples: Credit Agreement (Arvinmeritor Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
: (i) failed to fund its Pro Rata Share Commitment Percentage of any Advance Loan requested by the Borrower, Borrowers or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)its Commitment Percentage of any unreimbursed payment made by the Fronting Bank, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower Borrowers under SECTIONS 2.12(E), 4.1 Section 2.15 with respect to increased costs or 4.2 capital or under Section 2.18 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which which, in any case, are not being incurred generally by the other Lenders, or (iii) delivered a notice pursuant to SECTION 4.3 Section 2.16 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower Borrowers for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, the Borrower Borrowers or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly Assignment Agreements executed Assignments and Acceptances five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 10.3 which the Borrower Borrowers or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13Section 10.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected 135 Lender and upon the written request of the Borrowers, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Section 2.15 with respect to such Affected Lender and compensation payable under Section 2.20 in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.28; provided that upon such Affected Lender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 10.5 and 10.6, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 8.6 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED --------------------------------- LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E)Sections 4.1, 4.1 4.2 or 4.2 4.5 to recover Taxes, ------------ --- --- Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate ------------ Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower or the ------------ Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 13.3 which the ------------ Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, Revolving Loan Commitment and all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION Section 13.
Appears in 1 contract
Replacement of Certain Lenders. In the event a any Lender ("AFFECTED LENDER"an “Affected Lender”) shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund becomes a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been curedDefaulting Lender, (ii) requested requests compensation from the Borrower Borrowers under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered delivers a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Company for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION invokes Section 10.2, then, in any such case, the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"a “Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 13.3; provided, that such Affected Lender’s failure to execute an Assignment Agreement in accordance with the terms described above will not impair the validity of the removal of such Affected Lender, and the mandatory assignment of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) shall nevertheless be effective without the execution of such an Assignment Agreement; provided, however, that nothing herein shall require any Affected Lender to assign its rights and obligation under this Agreement and the other Loan Documents at less than par value. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Company, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 2.21(B), 3.10, 4.1, 4.2, 4.4 and 10.7 (and each other provision of this Agreement or the other Loan Documents whereby the Company or any of its Subsidiaries agrees to reimburse or indemnify the Lenders), as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.
Appears in 1 contract
Samples: Credit Agreement (Steelcase Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"“Affected Lender”) shall have:
have (i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund become a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Defaulting Lender is obligated to fund under the terms of this Agreement and which failure has not been curedSection 2.19, (ii) requested compensation from the Borrower under SECTIONS 2.12(E), 4.1 Section 2.14 with respect to Taxes or 4.2 to recover Taxes, Other Taxes or with respect to increased costs or capital or under Section 2.11 or other additional costs incurred by such Lender which which, in any case, are not being incurred generally by the other Lenders, (iii) has not agreed to any consent, waiver or amendment that requires the agreement of all Lenders or all affected Lenders in accordance with the terms of Section 9.01 and as to which the Required Lenders have agreed, or (iv) delivered a notice pursuant to SECTION 4.3 Section 2.12 claiming that such Lender is unable to extend Eurodollar Rate Term SOFR Revolving Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, the Borrower Company or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Agent) for the Affected Lender to assignassign at par, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly Assignment Agreements executed Assignments and Acceptances five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 9.08 which the Borrower Company or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER")purpose, all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Revolving Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13Section 9.08. The Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided, that, upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11, 2.14 and 9.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 8.05 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced.
Appears in 1 contract
Samples: Credit Agreement (Eastman Kodak Co)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDERAffected Lender") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(ESections 2.13(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the any Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment executed Assignments Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION Section 13.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"“Affected Lender”) shall have:
: (i) failed to fund its Pro Rata Share of any Advance requested by the a Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.2(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the a Borrower under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred requested generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the a Borrower for reasons not generally applicable to the other Lenders or Lenders, (iv) invoked Section 10.2, or (v) failed to consent to a waiver or amendment hereto which has invoked SECTION 10.2otherwise been consented to by the Required Lenders, then, in any such case, the applicable Borrower (or the Company on behalf of any Borrower) or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the a Borrower and a copy to the applicable Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the applicable Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit and Swing Line Loans hereunder) in accordance with SECTION 13Section 13.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the applicable Borrower (or the Company on behalf of any Borrower), to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. The Administrative Agent is authorized to execute one or more of such assignment agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five (5) Business Days after the date of such demand. Further, with respect to such assignment the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (ii) or clause (iii) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto. Upon the replacement of any Affected Lender pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to apply with respect to Loans which are then outstanding with respect to which the Affected Lender failed to fund its Pro Rata Share and which failure has not been cured.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Applicable Pro Rata Share of any Advance requested by the applicable Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVSection 2.2(D), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the any Borrower under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the any Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2, Section 11.2; then, in any such case, after engagement of one or more "Replacement Lenders" (as defined below) by the Borrower Company and/or the Administrative Agent, the Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(ASection 14.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.this
Appears in 1 contract
Samples: Credit Agreement (Plexus Corp)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED --------------------------------- LENDER") shall have:
(i) failed to fund its Pro Rata Share of any the Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E)Sections 4.1, 4.1 4.2 or 4.2 4.5 to recover Taxes, ------------ --- --- Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Rate ------------ Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION Section 10.2, then, in any such case, the Borrower or the ------------ Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 13.3 which the ------------ Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, Commitment and all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION Section 13.
Appears in 1 contract
Samples: 364 Day Bridge Term Loan Credit Agreement (Energizer Holdings Inc)
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"an “Affected Lender”) shall have:
: (ia) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund become a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been curedDefaulting Lender, (iib) requested compensation from the Borrower Borrowers under SECTIONS 2.12(ESections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iiic) delivered a notice pursuant to SECTION Section 4.3 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Borrowers for reasons not generally applicable to the other Lenders or Lenders, (ivd) has invoked SECTION Section 10.2, or (e) failed or refused to consent by the relevant time to any amendment, waiver, supplement, restatement, discharge or termination of any provision of this Agreement when requested by the Company and the Administrative Agent and with respect to which (A) the consent of “each Lender” or “each Lender directly affected thereby” is required under Section 9.3 and (B) the Required Lenders have so consented then, in any such case, the Borrower Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign assign, pursuant to one or more duly executed Assignment Agreements within five (5) Business Days after the date of such demand, at the cost and expense of the Company, to one or more financial institutions that comply with the provisions of SECTION Section 13.3(A) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"a “Replacement Lender”), all or any portion of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to itit and, in the case of any Revolving Loan Lender, its Revolving Loan Commitment, all of its participation interests in existing Letters of CreditCredit (if any), and its obligation to participate in additional Letters of Credit hereunder(if any) in accordance with SECTION 13Section 13.3. The Administrative Agent agrees, upon the occurrence of such events with respect to an Affected Lender and upon the written request of the Company, to use its reasonable efforts to obtain the commitments from one or more financial institutions to act as a Replacement Lender. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and compensation payable under Section 2.14(C) in the event of any replacement of any Affected Lender under clause (b) (c), (d) or (e) of this Section 2.19; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14(E), 2.20, 2.21(B), 3.10, 4.1, 4.2, 4.4 and 10.7 (and each other provision of this Agreement or the other Loan Documents whereby the Company or any of its Subsidiaries agrees to reimburse or indemnify the Lenders), as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 11.8 for such amounts, obligations and liabilities as are due and payable up to and including (but not after) the date such Affected Lender is replaced pursuant hereto.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER") shall have:
(i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2, then, in any such case, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to the Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts to assign pursuant to one or more duly Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"“Affected Lender”) shall have:
shall: (ia) failed to fund its Pro Rata Share of be a Defaulting Lender, (b) request compensation from any Advance requested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IVBorrower under Sections 2.15(e), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower under SECTIONS 2.12(E), 4.1 4.01 or 4.2 4.02 to recover Indemnified Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, or (iiic) delivered deliver a notice pursuant to SECTION 4.3 Section 4.03 claiming that such Lender is unable to extend Eurodollar Eurocurrency Rate Loans to the Borrower Company for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, after the Borrower engagement of one or more “Replacement Lenders” (as defined below) by the Company and/or the Administrative Agent, the Company or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Company and a copy to the Borrower Company in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(ASection 14.03(a) which the Borrower Company or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"each, a “Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13Section 14.03. The Administrative Agent is authorized to execute one or more of such Assignment Agreements as attorney-in-fact for any Affected Lender failing to execute and deliver the same within five Business Days after the date of such demand. With respect to such assignment the Affected Lender shall be entitled to receive, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Lender, together with accrued interest thereon through the date of such assignment, amounts payable under Sections 2.15(e), 4.01, and 4.02 with respect to such Affected Lender and compensation payable under Section 2.15(c) in the event of any replacement of any Affected Lender under clause (b) or clause (c) of this Section 2.20; provided that upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15(e), 4.01, 4.02, 4.04, and 11.06, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 12.09.
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ("AFFECTED LENDER"an “Affected Lender”) shall have:
: (i) failed to fund its Pro Rata Share of any Advance requested by the Borrower, or to fund become a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV), which such Lender is obligated to fund under the terms of this Agreement and which failure has not been curedDefaulting Lender, (ii) requested compensation from the Borrower under SECTIONS 2.12(E)Sections 4.01, 4.1 4.02 or 4.2 4.05 to recover Indemnified Taxes, Other Taxes or other additional costs incurred by such Lender which are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3 Section 4.03 claiming that such Lender is unable to extend Eurodollar Rate Loans to the Borrower for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Section 10.02, then, in any such case, the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly Assignment Agreements five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 13.03 which the Borrower or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDER"“Replacement Lender”), all of such Affected Lender's ’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Loan Commitment and/or Term Loan Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13.and Swing Line Loans
Appears in 1 contract
Replacement of Certain Lenders. In the event a Lender ------------------------------ ("AFFECTED LENDERAffected Lender") shall have:
: (i) failed to fund its Pro Rata Share Commitment Percentage of any Advance Loan requested by the Borrower, Borrowers or to fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION 2.1(B)(IV)its Commitment Percentage of any unreimbursed payment made by the Fronting Bank, which such Lender is obligated to fund under the terms of this Agreement and which failure has not been cured, (ii) requested compensation from the Borrower Borrowers under SECTIONS 2.12(E), 4.1 Section 2.15 with respect to increased costs or 4.2 capital or under Section 2.18 to recover ------------ Taxes, Other Taxes or other additional costs incurred by such Lender which which, in any case, are not being incurred generally by the other Lenders, or (iii) delivered a notice pursuant to SECTION 4.3 Section 2.16 claiming that such Lender is unable ------------ to extend Eurodollar Rate Loans to the Borrower Borrowers for reasons not generally applicable to the other Lenders or (iv) has invoked SECTION 10.2Lenders, then, in any such case, the Borrower Borrowers or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower Borrowers and a copy to the Borrower Borrowers in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use its best commercially reasonable efforts to assign pursuant to one or more duly Assignment Agreements executed Assignments and Acceptances five (5) Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of SECTION 13.3(A) Section 10.3 ------------ which the Borrower Borrowers or the Administrative Agent, as the case may be, shall have engaged for such purpose ("REPLACEMENT LENDERReplacement Lender"), all of such Affected Lender's ------------------ rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment, all Loans owing to it, all of its participation interests in existing Letters of Credit, and its obligation to participate in additional Letters of Credit hereunder) in accordance with SECTION 13Section 10.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Bethlehem Steel Corp /De/)
