Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall have not right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 6 contracts

Samples: Loan and Security Agreement (LSB Industries Inc), Loan and Security Agreement (LSB Industries Inc), Loan and Security Agreement (Telos Corp)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement Lender”"), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 2 contracts

Samples: Loan and Security Agreement (Riviera Holdings Corp), Loan and Security Agreement (Midas Inc)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, ~~authorization,~~ authorization or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, ~~authorization,~~ authorization or ~~agreement~~agreement and the Required Lenders shall have consented thereto, then ~~Agent~~Administrative Borrower, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute ~~Lenders~~ lenders that have agreed to become a Lender hereunder or in the case of an existing Lender shall have agreed to increase such Lender’s Commitment (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder, provided that (i) such Holdout Lender shall have received payment in an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents and (ii) such Replacement Lender is an Eligible Transferee. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the applicable outstanding Obligations ~~(including an assumption of its Pro Rata Share of the Risk Participation Liability)~~ without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance ~~Agreement~~ prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and ~~Acceptance Agreement~~Acceptance. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement ~~Lenders~~ Lender shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of ~~Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit~~Advances.

Appears in 2 contracts

Samples: Loan and Security Agreement (West Marine Inc), Loan and Security Agreement (West Marine Inc)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then ~~Agent,~~ Agent upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance ~~Agreement~~ prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and ~~Acceptance Agreement~~Acceptance. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 2 contracts

Samples: Loan and Security Agreement (SMART Modular Technologies (DE), Inc.), Loan and Security Agreement (SMART Modular Technologies (WWH), Inc.)

Replacement of Holdout Lender. If any action to be taken by the ~~Lender Group or Agent~~ Lenders hereunder requires the unanimous consent, authorization, or ~~agreement~~ agreement, of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, ~~authorization,~~ authorization or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, ~~may~~ may, or upon Borrower’s request, and otherwise in compliance with the terms of this §14.13, permanently replace the Holdout Lender with one or more substitute ~~Lenders~~ lenders (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. ~~Such~~ Any notice hereunder to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding ~~Obligations~~ obligations (including an assumption of its ~~Pro Rata Share~~ pro rata share of the ~~Risk Participation Liability~~risk participation liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. ~~The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1.~~ Until such time as the Replacement ~~Lenders~~ Lender(s) shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of ~~Advances and~~ Advances. In the event that no new Lender is located to purchase ~~a participation in each Letter~~ the Holdout Lender’s Commitment, then Borrower shall have the option after receipt of ~~Credit~~written notice from Agent to Borrower that no new Lender has been obtained, ~~in an amount equal~~ to ~~its Pro Rata Share~~ terminate the Commitment of the ~~Risk Participation Liability of such Letter of Credit~~Holdout Lender. Borrower agrees to pay all reasonably incurred costs or expenses incurred by any Lender in connection with this §14.13 including without limitation, all principal and accrued and unpaid interest or fees, including any accrued and unbilled LIBOR breakage fees.

Appears in 2 contracts

Samples: Master Credit Agreement (Entertainment Properties Trust), Master Credit Agreement (Entertainment Properties Trust)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement Lender”"), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation ~~Liability~~Liability and the payment of all fees earned by or otherwise due such Holdout Lender as of the date of such replacement) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1, provided that in no event shall any Lender be required to become a Replacement Lender. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 2 contracts

Samples: Loan and Security Agreement (Hypercom Corp), Loan and Security Agreement (Hypercom Corp)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement Lender”"), and the Holdout Lender shall have not right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations ~~(including an assumption of its Pro Rata Share of the Risk Participation Liability)~~ without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of ~~Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit~~Advances.

Appears in 2 contracts

Samples: Loan and Security Agreement (SCB Computer Technology Inc), Loan and Security Agreement (Peninsula Gaming Corp)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement Lender”"), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout ~~Lender~~ Lender's being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 2 contracts

Samples: Loan and Security Agreement (Amerco /Nv/), Loan and Security Agreement (U Haul International Inc)

Replacement of Holdout Lender. (a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all ~~Lenders~~Lenders (“Subject Action”), and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then ~~Agent~~Agent or Borrower, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder; provided, however, that in the case of any Holdout Lender replaced by Borrower, Subject Action must (i) have been requested in good faith and not for the purpose of avoiding any premium or penalty of any kind whatsoever, and (ii) have been approved by the Required Lenders; and, provided further, that Borrower may not permanently replace WFF as a Lender so long as WFF is also Agent. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. ~~Prior~~ Notwithstanding the foregoing, Borrower shall have the right to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of permanently replace any Holdout Lender at any time (including Agent) so long as any and all applicable premiums or penalties are paid by Borrower to such Holdout Lender in connection therewith. Borrower shall be ~~made in accordance~~ entitled to rely on any written representation by Agent that the unanimous consent, authorization, or agreement of all Lenders has been obtained with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated respect to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Creditany Subject Action.

Appears in 2 contracts

Samples: Loan and Security Agreement (Acme Communications Inc), Loan and Security Agreement (Acme Communications Inc)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement Lender”"), and the Holdout Lender shall have not right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance ~~Agreement~~ prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and ~~Acceptance Agreement~~Acceptance. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 2 contracts

Samples: Loan and Security Agreement (Aegis Communications Group Inc), Loan and Security Agreement (Norstan Inc)

Replacement of Holdout Lender. (a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all ~~Lenders~~Lenders ("Subject Action"), and a Lender (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then ~~Agent~~Agent or Borrower, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement Lender”"), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder; provided, however, that in the case of any Holdout Lender replaced by Borrower, Subject Action must (i) have been requested in good faith and not for the purpose of avoiding any premium or penalty of any kind whatsoever, and (ii) have been approved by the Required Lenders; and, provided further, that Borrower may not permanently replace Foothill as a Lender so long as Foothill is also Agent. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. ~~Prior~~ Notwithstanding the foregoing, Borrower shall have the right to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of permanently replace any Holdout Lender at any time (including Agent) so long as any and all applicable premiums or penalties are paid by Borrower to such Holdout Lender in connection therewith. Borrower shall be ~~made in accordance~~ entitled to rely on any written representation by Agent that the unanimous consent, authorization, or agreement of all Lenders has been obtained with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated respect to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Creditany Subject Action.

Appears in 2 contracts

Samples: Loan and Security Agreement (Acme Television LLC), Loan and Security Agreement (Acme Communications Inc)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement Lender”"), and the Holdout Lender shall have not right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 2 contracts

Samples: Loan and Security Agreement (LSB Industries, Inc.), Loan and Security Agreement (Pioneer Companies Inc)

Replacement of Holdout Lender. If any action to be taken by the Lender ----------------------------- Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement Lender”"), and the Holdout Lender shall have not right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as ------------ the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (Learningstar Corp)

Replacement of Holdout Lender. If any action to be taken by the ~~Lender Group~~ Syndication Parties or the Administrative Agent hereunder requires the unanimous consent, authorization, or agreement of all ~~Lenders~~Syndication Parties, and a ~~Lender~~ Syndication Party (“Holdout Lender”) fails to give its consent, authorization, or agreement, then the Administrative Agent, upon at least ~~5 Business~~ five (5) Banking Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute ~~Lenders~~ Syndication Parties (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than ~~15 Business~~ fifteen (15) Banking Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver ~~an Assignment and Acceptance~~ a Syndication Acquisition Agreement, subject only to the Holdout Lender being repaid its full share of the outstanding ~~Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability)~~ Bank Debt without any ~~premium~~ premium, discount, or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section ~~14.1~~13.25 hereof. Until such time as the Replacement Lenders shall have acquired all of the ~~Obligations, the Commitments, and the other rights and obligations~~ Syndication Interest of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to ~~make~~ provide the Holdout Lender’s ~~Pro Rata~~ Funding Share of ~~Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit~~Advances.

Appears in 1 contract

Samples: Credit Agreement (CHS Inc)

Replacement of Holdout Lender. If any action to be taken by the ----------------------------- Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement Lender”"), and the Holdout Lender shall have not right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as ------------- the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (Ventiv Health Inc)

Replacement of Holdout Lender. If any action to be taken by the ----------------------------- Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“"Holdout Lender”") fails to give its -------------- consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement ----------- Lender”"), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced ------ hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as ------------ the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (Friede Goldman Halter Inc)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation ~~Liability~~Liability but excluding its Pro Rata Share of any Revolving Credit Lenders Prepayment Premium or the Tranche B Early Termination Fee, as applicable) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section ~~14.1~~15.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (Ultimate Electronics Inc)

Replacement of Holdout Lender. If any action to be taken by the Lender ------------------------------ Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (~~“Holdout Lender”~~"HOLDOUT LENDER") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a ~~“Replacement Lender”~~"REPLACEMENT LENDER"), and the Holdout Lender shall not have ~~not~~ the right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of ~~Section~~ SECTION 14.1. Until such time as ------------ the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Credit Agreement (Energy Corp of America)

Replacement of Holdout Lender. If there are then more than two Lenders and any action to be taken by the ~~Lender Group or Agent~~ Lenders hereunder requires the unanimous consent, authorization, or ~~agreement~~ agreement, of all Lenders, and a Lender (~~“Holdout Lender”~~"HOLDOUT LENDER") fails to give its consent, ~~authorization,~~ authorization or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, ~~may~~ may, or upon Borrower's request, and otherwise in compliance with the terms of this ss.14.13, permanently replace the Holdout Lender with one or more substitute ~~Lenders~~ lenders (each, a ~~“Replacement Lender”~~"REPLACEMENT LENDER"), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. ~~Such~~ Any notice hereunder to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding ~~Obligations~~ obligations (including an assumption of its ~~Pro Rata Share~~ pro rata share of the ~~Risk Participation Liability~~risk participation liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. ~~The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1.~~ Until such time as the Replacement ~~Lenders~~ Lender(s) shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of ~~Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit~~Advances.

Appears in 1 contract

Samples: Loan Agreement (Entertainment Properties Trust)

Replacement of Holdout Lender. If any action to be taken by the ~~Lender Group~~ Syndication Parties or the Administrative Agent hereunder requires the unanimous consent, authorization, or agreement of all ~~Lenders~~Syndication Parties, and a ~~Lender~~ Syndication Party (“Holdout Lender”) fails to give its consent, authorization, or agreement, then the Administrative Agent, upon at least ~~5 Business~~ five (5) Banking Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute ~~Lenders~~ Syndication Parties (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than ~~15 Business~~ fifteen (15) Banking Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver ~~an Assignment and Acceptance~~ a Syndication Acquisition Agreement, subject only to the Holdout Lender being repaid its full share of the outstanding ~~Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability)~~ Bank Debt without any ~~premium~~ premium, discount, or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section ~~14.1~~13.25 hereof and this Section. Until such time as the Replacement Lenders shall have acquired all of the ~~Obligations, the Commitments, and the other rights and obligations~~ Syndication Interest of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to ~~make~~ provide the Holdout Lender’s ~~Pro Rata~~ Funding Share of ~~Advances~~ Advances. In the event that the Holdout Lender is a participant, (a) the Syndication Party through which such participant acquired its interest shall have the first option to repurchase such participation interest and be the Replacement Lender; provided (b) if the Syndication Party through which such participant acquired its interest does not, within five (5) Banking Days after the Administrative Agent has given notice to ~~purchase a participation~~ the Holdout Lender as provided above, elect to become the Replacement Lender, then such Syndication Party shall cancel or re-acquire such participant’s interest and shall sell to the Replacement Lender(s) an interest in ~~each Letter of Credit, in an amount equal~~ its Individual Commitment equivalent to ~~its Pro Rata Share of~~ the ~~Risk Participation Liability of such Letter of Credit~~participant interest.

Appears in 1 contract

Samples: Term Loan Agreement (Pilgrims Pride Corp)

Replacement of Holdout Lender. If any action to be taken by the ~~Lender Group~~ Syndication Parties or the Administrative Agent hereunder requires the unanimous consent, authorization, or agreement of all ~~Lenders~~Syndication Parties and Voting Participants, and a ~~Lender~~ Syndication Party or Voting Participant (“Holdout Lender”) fails to give its consent, authorization, or agreement, then the Administrative Agent, upon at least ~~5 Business~~ five (5) Banking Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute ~~Lenders~~ Syndication Parties (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than ~~15 Business~~ fifteen (15) Banking Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver ~~an Assignment and Acceptance~~ a Syndication Acquisition Agreement, subject only to the Holdout Lender being repaid its full share of the outstanding ~~Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability)~~ Bank Debt without any ~~premium~~ premium, discount, or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section ~~14.1~~15.27 hereof. Until such time as the Replacement Lenders shall have acquired all of the ~~Obligations, the Commitments, and the other rights and obligations~~ Syndication Interest of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to ~~make~~ provide the Holdout Lender’s ~~Pro Rata~~ Funding Share of ~~Advances~~ Advances. In the event that the Holdout Lender is a Voting Participant, (a) the Syndication Party through which such Voting Participant acquired its interest shall have the first option to repurchase such participation interest and be the Replacement Lender; provided (b) if the Syndication Party through which such Voting Participant acquired its interest does not, within five (5) Banking Days after the Administrative Agent has given notice to ~~purchase a participation~~ the Holdout Lender as provided above, elect to become the Replacement Lender, then such Syndication Party shall cancel or re-acquire such Voting Participant’s interest and shall sell to the Replacement Lender(s) an interest in ~~each Letter of Credit, in an amount equal~~ its Individual 5-Year Commitment equivalent to ~~its Pro Rata Share of~~ the ~~Risk Participation Liability of such Letter of Credit~~Voting Participant interest.

Appears in 1 contract

Samples: Credit Agreement (CHS Inc)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, ~~authorization,~~ authorization or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, ~~authorization,~~ authorization or ~~agreement~~agreement and the Required Lenders shall have consented thereto, then ~~Agent~~Administrative Borrower, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute ~~Lenders~~ lenders that have agreed to become a Lender hereunder or in the case of an existing Lender shall have agreed to increase such Lender’s Commitment (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder, provided that (i) such Holdout Lender shall have received payment in an amount equal to the outstanding principal of its Advances and such Lender’s Pro Rata Share of any outstanding Letter of Credit Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents and (ii) such Replacement Lender is an Eligible Transferee. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations ~~(including an assumption of its Pro Rata Share of the Risk Participation Liability)~~ without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance ~~Agreement~~ prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and ~~Acceptance Agreement~~Acceptance. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement ~~Lenders~~ Lender shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of ~~Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit~~Advances.

Appears in 1 contract

Samples: Loan and Security Agreement (West Marine Inc)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement Lender”"), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance ~~Agreement~~ prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and ~~Acceptance Agreement~~Acceptance. The replacement of any Holdout Lender shall be made in accordance with the terms of ~~Section~~ SECTION 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender -97- shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (Midway Games Inc)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders and so long as no Default or Event of Default shall have occurred, reasonably acceptable to Administrative Borrower (each, a “Replacement Lender”), and the Holdout Lender shall have not right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance ~~Agreement~~ prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and ~~Acceptance Agreement~~Acceptance. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (GNLV Corp)

Replacement of Holdout Lender. If any action to be taken by the ~~Lender Group or Agent~~ Lenders hereunder requires the unanimous consent, authorization, or ~~agreement~~ agreement, of all Lenders, and a Lender (“"Holdout Lender”") fails to give its consent, ~~authorization,~~ authorization or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, ~~may~~ may, or upon Borrower's request, and otherwise in compliance with the terms of this ss.14.13, permanently replace the Holdout Lender with one or more substitute ~~Lenders~~ lenders (each, a “"Replacement Lender”"), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. ~~Such~~ Any notice hereunder to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding ~~Obligations~~ obligations (including an assumption of its ~~Pro Rata Share~~ pro rata share of the ~~Risk Participation Liability~~risk participation liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. ~~The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1.~~ Until such time as the Replacement ~~Lenders~~ Lender(s) shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of ~~Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit~~Advances.

Appears in 1 contract

Samples: Master Credit Agreement (Entertainment Properties Trust)

Replacement of Holdout Lender. If any action to be taken by the ~~Lender Group~~ Lenders or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout ~~Lender,~~ Lender may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section ~~14.1~~15.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (Leslies Poolmart Inc)

Replacement of Holdout Lender. If any action to be taken by the ~~Lender Group~~ Syndication Parties or the Administrative Agent hereunder requires the unanimous consent, authorization, or agreement of all ~~Lenders~~Syndication Parties and Voting Participants, and a ~~Lender~~ Syndication Party or Voting Participant (“Holdout Lender”) fails to give its consent, authorization, or agreement, then the Administrative Agent, upon at least ~~5 Business~~ five (5) Banking Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute ~~Lenders~~ Syndication Parties (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than ~~15 Business~~ fifteen (15) Banking Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver ~~an Assignment and Acceptance~~ a Syndication Acquisition Agreement, subject only to the Holdout Lender being repaid its full share of the outstanding ~~Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability)~~ Bank Debt without any ~~premium~~ premium, discount, or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section ~~14.1~~14.26 hereof. Until such time as the Replacement Lenders shall have acquired all of the ~~Obligations, the Commitments, and the other rights and obligations~~ Syndication Interest of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to ~~make~~ provide the Holdout Lender’s ~~Pro Rata~~ Funding Share of ~~Advances~~ Advances. In the event that the Holdout Lender is a Voting Participant, (a) the Syndication Party through which such Voting Participant acquired its interest shall have the first option to repurchase such participation interest and be the Replacement Lender, provided (b) the Syndication Party through which such Voting Participant acquired its interest does not, within five (5) Banking Days after the Administrative Agent has given notice to ~~purchase a participation~~ the Holdout Lender as provided above, elect to become the Replacement Lender, then such Syndication Party shall cancel or re-acquire such Voting Participant’s interest and shall sell to the Replacement Lender(s) an interest in ~~each Letter of Credit, in an amount equal~~ it’s Individual 364-Day Commitment equivalent to ~~its Pro Rata Share of the Risk Participation Liability of~~ such ~~Letter of Credit~~Voting Participant’s interest.

Appears in 1 contract

Samples: Credit Agreement (CHS Inc)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement Lender”"), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation ~~Liability~~Liability but excluding its Pro Rata Share of any Applicable Prepayment Premium) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (Ultimate Electronics Inc)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout ~~Lender~~Lender and Borrower Representative, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement Lender”"), and the Holdout Lender shall have not right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (Alpine Group Inc /De/)

Replacement of Holdout Lender. If any action to be taken by the ~~Lender Group~~ Syndication Parties or the Administrative Agent hereunder requires the unanimous consent, authorization, or agreement of all ~~Lenders~~Syndication Parties, and a ~~Lender~~ Syndication Party (“Holdout Lender”) fails to give its consent, authorization, or agreement, then the Administrative Agent, upon at least ~~5 Business~~ five (5) Banking Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute ~~Lenders~~ Syndication Parties (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than ~~15 Business~~ fifteen (15) Banking Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver ~~an Assignment and Acceptance~~ a Syndication Acquisition Agreement, subject only to the Holdout Lender being repaid its full share of the outstanding ~~Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability)~~ Bank Debt without any ~~premium~~ premium, discount, or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section ~~14.1~~13.26 hereof. Until such time as the Replacement Lenders shall have acquired all of the ~~Obligations, the Commitments, and the other rights and obligations~~ Syndication Interest of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to ~~make~~ provide the Holdout Lender’s ~~Pro Rata~~ Funding Share of ~~Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit~~Advances.

Appears in 1 contract

Samples: Credit Agreement (CHS Inc)

Replacement of Holdout Lender. (a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all ~~Lenders~~Lenders ("Subject Action"), and a Lender (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then ~~Agent~~Agent or Administrative Borrower, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders who are also Eligible Transferees (each, a “"Replacement Lender”"), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder; provided, however, in the case of any Holdout Lender replaced by Administrative Borrower, Subject Action must (i) have been requested in good faith and not for the purpose of avoiding any premium or penalty of any kind whatsoever, and (ii) have been approved by the Required Lenders; and, provided, further, that Administrative Borrower may not permanently replace WFRF as a Lender so long as WFRF is also Agent. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. ~~Prior~~ Notwithstanding the foregoing, Administrative Borrower shall have the right to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of permanently replace any Holdout Lender ~~shall be made in accordance with the terms of Section 14.1. Until~~ at any time (including WFRF) so long as any and all applicable premiums or penalties are paid by Borrowers to such ~~time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the~~ Holdout Lender ~~hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation~~ in ~~each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit~~connection therewith.

Appears in 1 contract

Samples: Loan and Security Agreement (Guitar Center Inc)

Replacement of Holdout Lender. (a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all ~~Lenders~~Lenders (“Subject Action”), and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then ~~Agent~~Agent or Borrower, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder; provided, however, that in the case of any Holdout Lender replaced by Borrower, Subject Action must (i) have been requested in good faith and not for the purpose of avoiding any premium or penalty of any kind whatsoever, and (ii) have been approved by the Required Lenders; and, provided further, that Borrower may not permanently replace Fortress as a Lender so long as Fortress is also Agent. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. ~~Prior~~ Notwithstanding the foregoing, Borrower shall have the right to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of permanently replace any Holdout Lender at any time (including Agent) so long as any and all applicable premiums or penalties are paid by Borrower to such Holdout Lender in connection therewith. Borrower shall be ~~made in accordance~~ entitled to rely on any written representation by Agent that the unanimous consent, authorization, or agreement of all Lenders has been obtained with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated respect to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Creditany Subject Action.

Appears in 1 contract

Samples: Loan and Security Agreement (Acme Communications Inc)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (Cellstar Corp)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then --------------- Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement Lender”"), and the Holdout Lender shall not have ~~not~~ ------------------ the right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as ------------ the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Credit Agreement (Energy Corp of America)

Replacement of Holdout Lender. If any action to be taken by the ~~Lender Group~~ Syndication Parties or the Administrative Agent hereunder requires the unanimous consent, authorization, or agreement of all ~~Lenders~~Syndication Parties, and a ~~Lender~~ Syndication Party (“Holdout Lender”) fails to give its consent, authorization, or agreement, then the Administrative Agent, upon at least ~~5 Business~~ five (5) Banking Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute ~~Lenders~~ Syndication Parties (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than ~~15 Business~~ fifteen (15) Banking Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver ~~an Assignment and Acceptance~~ a Syndication Acquisition Agreement, subject only to the Holdout Lender being repaid its full share of the outstanding ~~Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability)~~ Bank Debt without any ~~premium~~ premium, discount, or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section ~~14.1~~16.28 hereof. Until such time as the Replacement Lenders shall have acquired all of the ~~Obligations, the Commitments, and the other rights and obligations~~ Syndication Interest of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to ~~make~~ provide the Holdout Lender’s ~~Pro Rata~~ Funding Share of ~~Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit~~Advances.

Appears in 1 contract

Samples: Credit Agreement (CHS Inc)

Replacement of Holdout Lender. (a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all ~~Lenders~~Lenders ("Subject Action"), and a Lender (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then ~~Agent~~Agent or Borrower, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement Lender”"), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder; provided, however, that in the case of any Holdout Lender replaced by Borrower, Subject Action must (i) have been requested in good faith and not for the purpose of avoiding any premium or penalty of any kind whatsoever, and (ii) have been approved by the Required Lenders; and, provided further, that Borrower may not permanently replace WFF as a Lender so long as WFF is also Agent. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. ~~Prior~~ Notwithstanding the foregoing, Borrower shall have the right to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of permanently replace any Holdout Lender at any time (including Agent) so long as any and all applicable premiums or penalties are paid by Borrower to such Holdout Lender in connection therewith. Borrower shall be ~~made in accordance~~ entitled to rely on any written representation by Agent that the unanimous consent, authorization, or agreement of all Lenders has been obtained with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated respect to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Creditany Subject Action.

Appears in 1 contract

Samples: Loan and Security Agreement (Acme Communications Inc)

Replacement of Holdout Lender. If any action to be taken by the ~~Lender Group~~ Syndication Parties or the Administrative Agent hereunder requires the unanimous consent, authorization, or agreement of all ~~Lenders~~Syndication Parties, and a ~~Lender~~ Syndication Party (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then the Administrative Agent, upon at least ~~5 Business~~ five (5) Banking Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute ~~Lenders~~ Syndication Parties (each, a “"Replacement Lender”"), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than ~~15 Business~~ fifteen (15) Banking Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver ~~an Assignment and Acceptance~~ a Syndication Acquisition Agreement, subject only to the Holdout Lender being repaid its share of the outstanding ~~Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability)~~ Bank Debt without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section ~~14.1~~13.25 hereof. Until such time as the Replacement ~~Lenders~~ Lender shall have acquired all of the ~~Obligations, the Commitments, and the other rights and obligations~~ Syndication Interest of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender~~’s Pro Rata~~ 's Funding Share of ~~Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit~~3-Year Advances.

Appears in 1 contract

Samples: Credit Agreement (Champps Entertainment Inc)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance ~~Agreement~~ prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and ~~Acceptance Agreement~~Acceptance. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (Midway Games Inc)

Replacement of Holdout Lender. If any action to be taken by the ~~Lender Group~~ Syndication Parties or the Administrative Agent hereunder requires the unanimous consent, authorization, or agreement of all ~~Lenders~~Syndication Parties and Voting Participants, and a ~~Lender~~ Syndication Party or Voting Participant (“Holdout Lender”) fails to give its consent, authorization, or agreement, then the Administrative Agent, upon at least ~~5 Business~~ five (5) Banking Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute ~~Lenders~~ Syndication Parties (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than ~~15 Business~~ fifteen (15) Banking Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver ~~an Assignment and Acceptance~~ a Syndication Acquisition Agreement, subject only to the Holdout Lender being repaid its full share of the outstanding ~~Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability)~~ Bank Debt without any ~~premium~~ premium, discount, or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section ~~14.1~~14.25 hereof and this Section. Until such time as the Replacement Lenders shall have acquired all of the ~~Obligations, the Commitments, and the other rights and obligations~~ Syndication Interest of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to ~~make~~ provide the Holdout Lender’s ~~Pro Rata~~ Funding Share of ~~Advances~~ Advances. In the event that the Holdout Lender is a Voting Participant, (a) the Syndication Party through which such Voting Participant acquired its interest shall have the first option to repurchase such participation interest and be the Replacement Lender; provided (b) if the Syndication Party through which such Voting Participant acquired its interest does not, within five (5) Banking Days after the Administrative Agent has given notice to ~~purchase a participation~~ the Holdout Lender as provided above, elect to become the Replacement Lender, then such Syndication Party shall cancel or re-acquire such Voting Participant’s interest and shall sell to the Replacement Lender(s) an interest in ~~each Letter of Credit~~its Individual Revolving Commitment and/or Individual Term Commitment, ~~in an amount equal~~ as applicable, equivalent to ~~its Pro Rata Share of~~ the ~~Risk Participation Liability of such Letter of Credit~~Voting Participant interest.

Appears in 1 contract

Samples: Credit Agreement (Pilgrims Pride Corp)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall not have ~~not~~ the right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Credit Agreement (ECA Marcellus Trust I)

Replacement of Holdout Lender. If any action to be taken by the Lender ----------------------------- Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“"Holdout Lender”") fails to give its -------------- consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement ----------- Lender”"), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced ------ hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as ------------ the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (Cellstar Corp)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation ~~Liability~~Liability but excluding its Pro Rata Share of any Revolving Credit Lenders Prepayment Premium or the Tranche B Early Termination Fee, as applicable) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (Ultimate Electronics Inc)

Replacement of Holdout Lender. If (a) any Lender becomes an Impacted Lender or (b) any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and the Agent gives its consent, authorization or agreement to such action but a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then ~~Agent~~Agent or Parent, upon at least 5 Business ~~Days~~ Days’ prior irrevocable notice to the Impacted Lender or Holdout Lender (each, a “Specified Lender”), may permanently replace the ~~Holdout~~ Specified Lender with one or more substitute ~~Lenders~~ Eligible Transferees (each, a “Replacement Lender”), and the ~~Holdout~~ Specified Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the ~~Holdout~~ Specified Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the ~~Holdout~~ Specified Lender and each Replacement Lender shall execute and deliver an a completed form of Assignment and Acceptance Agreement, subject only to the ~~Holdout~~ Specified Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the ~~Holdout~~ Specified Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance ~~Agreement~~ prior to the effective date of such replacement, the ~~Holdout~~ Specified Lender shall be deemed to have executed and delivered such Assignment and ~~Acceptance Agreement~~Acceptance. The replacement of any ~~Holdout~~ Specified Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the ~~Holdout~~ Specified Lender hereunder and under the other Loan Documents, the ~~Holdout~~ Specified Lender shall remain obligated to make the ~~Holdout~~ Specified Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit. In addition, if any Lender shall become an Impacted Lender, then Borrowers at their option may prepay in whole the aggregate outstanding amount of all Advances owing to such Lender, including all principal, accrued but unpaid interest thereon and all amounts owing to such Lender hereunder (other than in the case where LEGAL_US_W # 62188650.14 108 such Specified Lender is a Defaulting Lender), whereupon the Commitment of such Lender shall be irrevocably terminated in whole (which shall include the termination in whole of the obligation of such Lender to make Advances to Borrowers), and the Commitment shall be reduced in the amount of such Lender’s Commitment.

Appears in 1 contract

Samples: Loan and Security Agreement (Peninsula Gaming, LLC)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then Agent, upon at least 5 five (5) Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall have not right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the 105 other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (Mercator Software Inc)

Replacement of Holdout Lender. If any action to be taken by the ~~Lender Group~~ Syndication Parties or the Administrative Agent hereunder requires the unanimous consent, authorization, or agreement of all ~~Lenders~~Syndication Parties, and a ~~Lender~~ Syndication Party (~~“Holdout Lender”~~"HOLDOUT LENDER") fails to give its consent, authorization, or agreement, then the Administrative Agent, upon at least ~~5 Business~~ five (5) Banking Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute ~~Lenders~~ Syndication Parties (each, a ~~“Replacement Lender”~~"REPLACEMENT LENDER"), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than ~~15 Business~~ fifteen (15) Banking Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver ~~an Assignment and Acceptance~~ a Syndication Acquisition Agreement, subject only to the Holdout Lender being repaid its full share of the outstanding ~~Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability)~~ Bank Debt without any ~~premium~~ premium, discount, or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such ~~Assignment and Acceptance~~ Syndication Acquisition Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.16.28

Appears in 1 contract

Samples: Credit Agreement (Cenex Harvest States Cooperatives)

Replacement of Holdout Lender. If any action to be taken by the ~~Lender Group or Agent~~ Lenders hereunder requires the unanimous consent, authorization, or ~~agreement~~ agreement, of all Lenders, and a Lender (~~“Holdout Lender”~~"HOLDOUT LENDER") fails to give its consent, ~~authorization,~~ authorization or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, ~~may~~ may, or upon Borrower's request, and otherwise in compliance with the terms of this ss.14.13, permanently replace the Holdout Lender with one or more substitute ~~Lenders~~ lenders (each, a ~~“Replacement Lender”~~"REPLACEMENT LENDER"), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. ~~Such~~ Any notice hereunder to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding ~~Obligations~~ obligations (including an assumption of its ~~Pro Rata Share~~ pro rata share of the ~~Risk Participation Liability~~risk participation liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. ~~The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1.~~ Until such time as the Replacement ~~Lenders~~ Lender(s) shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of ~~Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit~~Advances.

Appears in 1 contract

Samples: Master Credit Agreement (Entertainment Properties Trust)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“"Holdout Lender”") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “"Replacement Lender”"), and the Holdout Lender shall have not right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Revolver Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (World Airways Inc /De/)

Replacement of Holdout Lender. If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (~~“Holdout Lender”~~"HOLDOUT LENDER") fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a ~~“Replacement Lender”~~"REPLACEMENT LENDER"), and the Holdout Lender shall have not right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. The replacement of any Holdout Lender shall be made in accordance with the terms of ~~Section~~ SECTION 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s 's Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (Ultimate Electronics Inc)

Replacement of Holdout Lender. If any action to be taken by the ~~Lender Group or Agent~~ Lenders hereunder requires the unanimous consent, authorization, or ~~agreement~~ agreement, of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, ~~authorization,~~ authorization or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, ~~may~~ may, or upon Borrower’s request, and otherwise in compliance with the terms of this §14.13, permanently replace the Holdout Lender with one or more substitute ~~Lenders~~ lenders (each, a “Replacement Lender”), and the Holdout Lender shall have ~~not~~ no right to refuse to be replaced hereunder. ~~Such~~ Any notice hereunder to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance Agreement, subject only to the Holdout Lender being repaid its share of the outstanding ~~Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability)~~ obligations without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance Agreement prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance Agreement. ~~The replacement of any Holdout~~ In the event that no new Lender shall be made in accordance with the terms of Section 14.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated is located to ~~make~~ purchase the Holdout Lender’s ~~Pro Rata Share~~ Commitment, then Borrower shall have the option after receipt of ~~Advances and~~ written notice from Agent to ~~purchase a participation in each Letter of Credit~~Borrower that no new Lender has been obtained, ~~in an amount equal~~ to ~~its Pro Rata Share~~ terminate the Commitment of the ~~Risk Participation Liability of such Letter of Credit~~Holdout Lender. Borrower agrees to pay all reasonably incurred costs or expenses incurred by any Lender in connection with this §14.13 including without limitation, all principal and accrued and unpaid interest or fees, including any accrued and unbilled LIBOR breakage fees.

Appears in 1 contract

Samples: Master Credit Agreement (Entertainment Properties Trust)

Common use of Replacement of Holdout Lender Clause in Contracts