Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 14 contracts

Samples: Credit Agreement (Glimcher Realty Trust), Term Loan Agreement (Glimcher Realty Trust), Credit Agreement (Glimcher Realty Trust)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its ~~LIBOR~~ Fixed Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to ~~the~~ Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any ~~LIBOR~~ Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 11 contracts

Samples: Term Loan Agreement (Inland Real Estate Corp), Credit Agreement (Inland Real Estate Corp), Credit Agreement (Inland Real Estate Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) has demanded compensation from Borrower under Section 3.1 or 3.2, or (b) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (bc) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section ~~3.3~~3.3 or (d) either voted against or failed to respond to any written request made by the Administrative Agent seeking approval of any amendment to or waiver of any provision of this Agreement, if at least the Required Lenders voted in favor of such proposed amendment or waiver or (e) is a Defaulting Lender; with a replacement bank or other financial institution; , provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to ~~the~~ Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a ~~Lender~~Lender or not an Eligible Assignee, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 9 contracts

Samples: Credit Agreement (Kite Realty Group, L.P.), Term Loan Agreement (Kite Realty Group, L.P.), Term Loan Agreement (Kite Realty Group, L.P.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section ~~3.5~~4.5, or (b) cannot maintain its LIBOR ~~Rate Loans~~ Borrowings at a suitable Lending ~~Installation~~ Office pursuant to Section ~~3.3~~4.6, with a replacement bank or other financial ~~institution~~institution or (c) becomes a Defaulting Lender; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Event of Default or (after notice thereof to the Borrower) no ~~Unmatured~~ Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement bank or institution shall purchase at par all Loans and the Borrower ~~shall repay (~~or the replacement bank or institution shall ~~purchase, at par) all Loans and~~ repay other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections ~~3.4~~ 4.4 and ~~3.6~~ 4.6 if any LIBOR ~~Rate Loan~~ Borrowing owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to ~~therein~~therein and the replaced Lender’s consent shall not be required), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all ~~additional~~ amounts ~~(if any) required pursuant to Section 3.5~~ payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 7 contracts

Samples: Unsecured Term Loan Agreement (First Industrial Lp), Unsecured Term Loan Agreement (First Industrial Lp), Unsecured Term Loan Agreement (First Industrial Lp)

Replacement of Lenders under Certain Circumstances. ~~The~~ Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR ~~Rate~~ Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default ~~or (after notice thereof to the Borrower) no Unmatured Default~~ shall have occurred and be continuing at the time of such replacement, (iii) ~~the~~ Borrower shall repay (or the replacement bank or institution shall purchase), at ~~par)~~ par all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) ~~the~~ Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR ~~Rate~~ Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the LIBOR Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that ~~the~~ Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, ~~the~~ Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which ~~the~~ Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 7 contracts

Samples: Senior Credit Agreement (Terreno Realty Corp), Senior Credit Agreement (Terreno Realty Corp), Senior Credit Agreement (Terreno Realty Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section ~~3.5~~4.5, or (b) cannot maintain its LIBOR ~~Rate~~ Loans at a suitable Lending Installation pursuant to Section ~~3.3~~4.6, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Default or (after notice thereof to ~~the~~ Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections ~~3.4~~ 4.4 and ~~3.6~~ 4.6 if any LIBOR ~~Rate~~ Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all ~~additional~~ amounts ~~(if any) required pursuant to Section 3.5~~ payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 7 contracts

Samples: Revolving Credit Agreement (Duke Realty Limited Partnership/), Revolving Credit Agreement (Duke Realty Corp), Term Loan Agreement (Duke Realty Corp)

Appears in 6 contracts

Samples: Credit Agreement (Edison International), Credit Agreement (Southern California Edison Co), Credit Agreement (Edison International)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.19 or 2.20 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no Default or ~~(after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.19 or 2.20, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.21 if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.19 or 2.20, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 5 contracts

Samples: Credit Agreement (Nebraska Book Co), Credit Agreement (NBC Acquisition Corp), Credit Agreement (Nebraska Book Co)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to ~~the~~ Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 5 contracts

Samples: Credit Agreement (Inland Diversified Real Estate Trust, Inc.), Credit Agreement (Inland Diversified Real Estate Trust, Inc.), Credit Agreement (Inland Western Retail Real Estate Trust Inc)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans at hereunder (a ~~suitable Lending Installation pursuant to Section 3.3~~“Defaulting Lender”), with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.19 or 2.20 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.22, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.21 (as though Section 2.21 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.19 or 2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 5 contracts

Samples: Credit Agreement, Credit Agreement (National CineMedia, LLC), Credit Agreement (National CineMedia, LLC)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section ~~3.5~~4.5, or (b) cannot maintain its LIBOR ~~Rate~~ Loans at a suitable Lending Installation pursuant to Section ~~3.3~~4.6, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Event of Default or (after notice thereof to ~~the~~ Borrower) no ~~Unmatured~~ Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections ~~3.4~~ 4.4 and ~~3.6~~ 4.6 if any LIBOR ~~Rate~~ Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all ~~additional~~ amounts ~~(if any) required pursuant to Section 3.5~~ payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 5 contracts

Samples: Unsecured Term Loan Agreement (First Industrial Realty Trust Inc), Unsecured Revolving Credit Agreement (First Industrial Realty Trust Inc), Unsecured Term Loan Agreement (First Industrial Realty Trust Inc)

Replacement of Lenders under Certain Circumstances. The Parent Borrower shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.19 or 2.20, or (b) ~~can~~becomes a Defaulting Lender or (c) does not ~~maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant~~ consent to ~~Section 3.3~~any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.19 or 2.20, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and pay all other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the relevant Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.21 if any ~~LIBOR Rate~~ Eurocurrency Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the relevant Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, the relevant Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.19 or 2.20, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the ~~Borrower~~Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Parent Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective.

Appears in 4 contracts

Samples: Credit Agreement (Conmed Corp), Credit Agreement (Conmed Corp), Credit Agreement (Conmed Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.17 or 2.18 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.17 or 2.18, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.19 if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.17 or 2.18, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 4 contracts

Samples: Credit Agreement (Conmed Corp), Credit Agreement (Panavision Inc), Credit Agreement (Nationwide Credit Inc)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.16 or 2.17 or (b) ~~cannot maintain its LIBOR Rate Loans at~~ becomes a ~~suitable Lending Installation pursuant to Section 3.3~~Defaulting Lender, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no Default or ~~(after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.20 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.16 or 2.17, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.18 if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.16 or 2.17, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 4 contracts

Samples: Credit Agreement (NBC Acquisition Corp), Credit Agreement (Nebraska Book Co), Credit Agreement (Nebraska Book Co)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ that requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.15, or (b) ~~cannot maintain~~ with respect to which the Borrower is required to pay any amounts under Sections 2.16 or 2.18, (c) that defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation~~ hereunder or (d) that fails to approve any amendment which, pursuant to Section ~~3.3~~10.1, requires the approval of each Lender, provided, that such amendment is approved by at least the Majority Lenders, with a replacement ~~bank~~ financial institution or other ~~financial institution~~entity; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) ~~no Default~~ with respect to a condition described in clause (a) or (~~after notice thereof~~ b) above, prior to ~~the Borrower) no Unmatured Default shall have occurred and be continuing at the time of~~ any such replacement, such replaced Lender shall have taken no action under Section 2.19 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.15, 2.16, or 2.18 (iii) the ~~Borrower shall repay (~~replacement financial institution or ~~the replacement bank or institution~~ other entity shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.17 (as though Section 2.17 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan to the Borrower owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (v) the replacement ~~bank~~ financial institution or ~~institution~~other entity, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative ~~Agent~~Agent and otherwise an Eligible Assignee, (vi) the replaced Lender and replacement Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.7 (including, without limitation, obtaining the consents provided for therein) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.15, 2.16 or 2.18, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viii) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 4 contracts

Samples: Credit Agreement (White Mountains Insurance Group LTD), Credit Agreement (OneBeacon Insurance Group, Ltd.), Credit Agreement (OneBeacon Insurance Group, Ltd.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.19 (as though Section 2.19 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.17 or 2.18, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 4 contracts

Samples: Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Cinemark Usa Inc /Tx), Credit Agreement (Delek US Holdings, Inc.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.18 or 2.19 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.18 or 2.19, (iv) the Borrower shall repay (or the replacement ~~bank or~~ financial institution shall purchase, at par) all Loans and other amounts (including accrued interest and fees) owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.20 if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein)~~10.6, (~~vii~~viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.18 or 2.19, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 4 contracts

Samples: Credit Agreement (Campfire Inc), Credit Agreement (International Home Foods Inc), Credit Agreement (International Home Foods Inc)

Replacement of Lenders under Certain Circumstances. ~~The Borrower~~ IBM and IBMCLLC shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement pursuant to Section ~~3.5~~2.17 or 2.18, or (b) ~~cannot maintain its LIBOR Rate Loans at~~ is affected in the manner described in Section 2.16 and as a ~~suitable Lending Installation pursuant~~ result thereof any of the actions described in said Section is required to be taken, (c) becomes a Defaulting Lender or (d) fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof that requires the unanimous approval of all of the Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section ~~3.3~~11.1, so long as the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) ~~the Borrower~~ IBM and IBMCLLC shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) ~~the Borrower~~ IBM and IBMCLLC shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.19 if any ~~LIBOR Rate~~ Eurodollar Loan or EURIBOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 11.8 (provided that ~~the Borrower~~ IBM and IBMCLLC shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, ~~the Borrower~~ IBM and IBMCLLC shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.17 or 2.18, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which ~~the Borrower~~IBM, IBMCLLC, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 3 contracts

Samples: 364 Day Credit Agreement (Ibm Credit LLC), 364 Day Credit Agreement (International Business Machines Corp), 364 Day Credit Agreement (Ibm Credit LLC)

Replacement of Lenders under Certain Circumstances. ~~The Borrower~~ Kimco shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.11 or 2.12, or (b) ~~cannot maintain~~ is affected in the manner described in Section 2.10 and as a result thereof any of the actions described in Section 2.10 is required to be taken or (c) defaults in its ~~LIBOR Rate~~ obligation to make Revolving Credit Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the ~~Borrower~~ Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Revolving Credit Loans and other amounts (other than Competitive Loans) owing to such replaced Lender prior to the date of replacement, (iv) the ~~Borrower~~ applicable Borrowers shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.13 if any ~~LIBOR~~ Eurocurrency Loan, Money Market Loan or Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period or the Money Market Loan Maturity Date, as the case may be, relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be ~~reasonably~~ satisfactory to the Administrative ~~Agent~~Agent and the Issuing Lender, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that ~~the Borrower~~ Kimco shall be obligated to pay the registration and processing fee referred to therein), (vii) the replaced Lender shall (except as provided in the following clause (ix)) be released from its obligations under this Agreement, (viii) until such time as such replacement shall be consummated, the ~~Borrower~~ applicable Borrowers shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.11 or 2.12, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which ~~the~~ any Borrower, the Administrative Agent or any other Lender shall have against the replaced ~~Lender~~Lender if it defaulted in its obligation to make Revolving Credit Loans hereunder.

Appears in 3 contracts

Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.14 or 2.15(a) or gives a notice of illegality pursuant to Section 2.17 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.18 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.14 or 2.15(a) or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.17, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.16 (as though Section 2.16 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.14 or 2.15(a), as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 3 contracts

Samples: Credit Agreement (Magellan Midstream Holdings Lp), Credit Agreement (Inergy Holdings, L.P.), Credit Agreement (Weg Acquisitions Lp)

Replacement of Lenders under Certain Circumstances. The ~~Borrower~~ Borrowers shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its ~~LIBOR~~ Fixed Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to ~~the Borrower~~Borrowers) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the ~~Borrower~~ Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the ~~Borrower~~ Borrowers shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any ~~LIBOR~~ Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the ~~Borrower~~ Borrowers shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the ~~Borrower~~ Borrowers shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 3 contracts

Samples: Credit Agreement (Inland Retail Real Estate Trust Inc), Credit Agreement (Inland Retail Real Estate Trust Inc), Credit Agreement (Inland Retail Real Estate Trust Inc)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section ~~3.5~~4.5, or (b) cannot maintain its LIBOR ~~Rate Loans~~ Borrowings at a suitable Lending ~~Installation~~ Office pursuant to Section ~~3.3~~4.6, with a replacement bank or other financial ~~institution~~institution or (c) becomes a Defaulting Lender; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Event of Default or (after notice thereof to the Borrower) no ~~Unmatured~~ Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement bank or institution shall purchase at par all Loans and the Borrower ~~shall repay (~~or the replacement bank or institution shall ~~purchase, at par) all Loans and~~ repay other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections ~~3.4~~ 4.4 and ~~3.6~~ 4.6 if any LIBOR ~~Rate Loan~~ Borrowing owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, the Swingline Lender and the Issuing Banks, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to ~~therein~~therein and the replaced Lender’s consent shall not be required), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all ~~additional~~ amounts ~~(if any) required pursuant to Section 3.5~~ payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 3 contracts

Samples: Unsecured Revolving Credit Agreement (First Industrial Lp), Unsecured Revolving Credit Agreement (First Industrial Lp), Unsecured Revolving Credit Agreement (First Industrial Realty Trust Inc)

Replacement of Lenders under Certain Circumstances. ~~The Borrower~~ DW Animation shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.16 or 2.17 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Revolving Credit Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~or Swingline Loans hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) ~~the Borrower~~ DW Animation shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) ~~the Borrower~~ DW Animation shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.18 if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that ~~the Borrower~~ DW Animation shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, ~~the Borrower~~ DW Animation shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.16 or 2.17, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which ~~the Borrower~~DW Animation, the Administrative Agent or any other Lender shall have against the replaced ~~Lender~~Lender or that the replaced Lender shall have under this Agreement.

Appears in 3 contracts

Samples: Credit Agreement (DreamWorks Animation SKG, Inc.), Credit Agreement (DreamWorks Animation SKG, Inc.), Credit Agreement (DreamWorks Animation SKG, Inc.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ that requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.15, (b) with respect to which the Borrower is required to pay any amounts under Sections 2.16 or 2.18, (c) that defaults in its obligation to make Loans hereunder, (d) any Non-Extending Lender pursuant to Section 2.22, or (be) ~~cannot maintain its LIBOR Rate Loans at a suitable Lending Installation~~ that fails to approve any amendment which, pursuant to Section ~~3.3~~10.1, requires the approval of each Lender, provided, that such amendment is approved by at least the Majority Lenders, with a replacement ~~bank~~ financial institution or other ~~financial institution~~entity; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) ~~no Default~~ with respect to a condition described in clause (a) or (~~after notice thereof~~ b) above, prior to ~~the Borrower) no Unmatured Default shall have occurred and be continuing at the time of~~ any such replacement, such replaced Lender shall have taken no action under Section 2.19 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.15, 2.16, or 2.18 (iii) the ~~Borrower shall repay (~~replacement financial institution or ~~the replacement bank or institution~~ other entity shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.17 (as though Section 2.17 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan to the Borrower owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (v) the replacement ~~bank~~ financial institution or ~~institution~~other entity, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative ~~Agent~~Agent and otherwise an Eligible Assignee, (vi) the replaced Lender and replacement Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.7 (including, without limitation, obtaining the consents provided for therein) (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.15, 2.16 or 2.18, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viii) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 3 contracts

Samples: Credit Agreement (Symetra Financial CORP), Credit Agreement (Symetra Financial CORP), Credit Agreement (Symetra Financial CORP)

Replacement of Lenders under Certain Circumstances. ~~The Borrower~~ IBM and IBMCLLC shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement pursuant to Section ~~3.5~~2.17 or 2.18, or (b) ~~cannot maintain its LIBOR Rate Loans at~~ is affected in the manner described in Section 2.16 and as a ~~suitable Lending Installation pursuant~~ result thereof any of the actions described in said Section is required to be taken, (c) becomes a Defaulting Lender or (d) fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof that requires the unanimous approval of all of the Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section ~~3.3~~11.1, so long as the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) ~~the Borrower~~ IBM and IBMCLLC shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) ~~the Borrower~~ IBM and IBMCLLC shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.19 if any ~~LIBOR Rate~~ Eurodollar Loan or EURIBOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 11.8 (provided that ~~the Borrower~~ IBM and IBMCLLC shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, ~~the Borrower~~ IBM and IBMCLLC shall pay all additional amounts (if any) required pursuant to Section ~~3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which~~ 2.17 or 2.18, as the ~~Borrower~~case may be, ~~the Administrative Agent or any other Lender shall have against the replaced Lender.~~and

Appears in 2 contracts

Samples: 364 Day Credit Agreement (Ibm Credit LLC), 364 Day Credit Agreement (International Business Machines Corp)

Replacement of Lenders under Certain Circumstances. ~~The Borrower~~ DW Animation shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.13 or 2.14, or (b) ~~can~~becomes a Defaulting Lender or (c) does not ~~maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant~~ consent to ~~Section 3.3~~any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.16 so as to eliminate the ~~Borrower~~ continued need for payment of amounts owing pursuant to Section 2.13 or 2.14, as the case may be, (iv) DW Animation shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (ivv) ~~the Borrower~~ DW Animation shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.15 if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (vvi) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that ~~the Borrower~~ DW Animation shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, ~~the Borrower~~ DW Animation shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.13 or 2.14, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which ~~the Borrower~~DW Animation, the Administrative Agent or any other Lender shall have against the replaced ~~Lender~~Lender or that the replaced Lender shall have under this Agreement. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by DW Animation, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto.

Appears in 2 contracts

Samples: Credit Agreement (DreamWorks Animation SKG, Inc.), Credit Agreement (DreamWorks Animation SKG, Inc.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ that (ai) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.17 or ~~(b) cannot maintain its LIBOR Rate Loans at~~ 2.18 or gives a ~~suitable Lending Installation~~ notice of illegality pursuant to Section ~~3.3~~2.20, (ii) is a Defaulting Lender or (iii) is a Non-Consenting Lender with a replacement ~~bank or other~~ financial institution; provided that (iA) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (iiB) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (~~iii~~C) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (D) the ~~Borrower shall repay (or the~~ replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivE) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.19 (as though Section 2.19 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vF) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (viG) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~H) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.17 or 2.18, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~I) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. (a) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment requires the agreement of the Supermajority Lenders, all Lenders or all affected Lenders in accordance with the terms of Section 10.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”.

Appears in 2 contracts

Samples: Amendment and Restatement Agreement (Chatham Lodging Trust), Credit Agreement (Chatham Lodging Trust)

Replacement of Lenders under Certain Circumstances. ~~The~~ Either Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.20 or 2.21 or gives a notice of illegality pursuant to Section 2.23 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall ~~have occurred~~ exist and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.24 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.20 or 2.21 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.23, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the ~~Borrower~~ Borrowers shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.22 (as though Section 2.22 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender, ~~and the terms and conditions of such replacement,~~ shall be reasonably satisfactory to the Administrative Agent or the Canadian Agent, as applicable, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the ~~Borrower~~ Borrowers shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the ~~Borrower~~ Borrowers shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.20 or 2.21, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the ~~Borrower~~Borrowers, the Administrative Agent, the Canadian Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Waste Services, Inc.), Credit Agreement (Waste Services, Inc.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is ~~not capable~~ subject to claims for additional payments under Section 4.1 or Section 4.2, (b) requires the Borrower to pay any Indemnified Taxes or additional amounts for the account of ~~receiving payments without any deduction or withholding of United States federal income tax~~ such Lender pursuant to Section ~~3.5~~4.5, or (bc) cannot maintain its LIBOR ~~Rate~~ Loans at a suitable Lending Installation pursuant to Section ~~3.3~~4.6, (d) becomes a Defaulting Lender or (e) has failed to consent to a proposed amendment, waiver or modification that under Section 9.2 requires the consent of all the Lenders (or all the affected Lenders) and with respect to which the Required Lenders or the Required Facility Lenders, as applicable, shall have granted their consent, with a replacement bank or other financial institution; provided that (i) such replacement eliminates the circumstances giving rise to such replacement right and does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Default or (after notice thereof to ~~the~~ Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the ~~Borrower shall repay (or the~~ replacement bank or institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections ~~3.4~~ 4.4 and ~~3.6~~ 4.6 if any LIBOR ~~Rate~~ Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all ~~additional~~ amounts ~~(if any) required pursuant to Section 3.5~~ payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Duke Realty Limited Partnership/), Revolving Credit and Term Loan Agreement (Duke Realty Limited Partnership/)

Replacement of Lenders under Certain Circumstances. ~~The Borrower~~ Kimco shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.11 (other than Section 2.11(c)) or 2.12, (b) is affected in the manner described in Section 2.10 and as a result thereof any of the actions described in Section 2.10 is required to be taken, (c) becomes a Defaulting Lender, or (bd) ~~can~~does not ~~maintain its LIBOR Rate Loans at a suitable Lending Installation~~ consent to any amendment, waiver, supplement or modification to any Loan Document for which the consent of the Required Lenders has been obtained but that requires the consent of additional Lenders pursuant to ~~Section 3.3, with a replacement bank or other financial institution~~any Loan Document; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.13 if any ~~LIBOR Rate~~ Eurocurrency Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be ~~reasonably~~ satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that ~~the Borrower~~ Kimco shall be obligated to pay the registration and processing fee referred to therein), (vii) the replaced Lender shall (except as provided in the following clause (ix)) be released from its obligations under this Agreement, (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.11 or 2.12, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced ~~Lender~~Lender if it defaulted in its obligation to make Loans hereunder.

Appears in 2 contracts

Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) has demanded compensation from Borrower under Section 3.1 or 3.2, or (b) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (bc) cannot maintain its ~~LIBOR Rate~~ SOFR Loans at a suitable Lending Installation pursuant to Section ~~3.3~~3.3 or (d) either voted against or failed to respond to any written request made by the Administrative Agent seeking approval of any amendment to or waiver of any provision of this Agreement, if at least the Required Lenders voted in favor of such proposed amendment or waiver or (e) is a Defaulting Lender; with a replacement bank or other financial institution; , provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to ~~the~~ Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any ~~LIBOR Rate~~ Term SOFR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a ~~Lender~~Lender or not an Eligible Assignee, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Kite Realty Group, L.P.), Term Loan Agreement (Kite Realty Group, L.P.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.11 or 2.12 or gives a notice of illegality pursuant to Section 2.14 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate Loans at a suitable Lending Installation pursuant~~ obligation to ~~Section 3.3~~fund its Credit-Linked Deposit Amount hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.15 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.11 or 2.12 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.14, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of ~~replacement~~replacement and its Credit-Linked Deposit Amount, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.13 (as though Section 2.13 were applicable) if any ~~LIBOR Rate Loan owing to~~ Credit-Linked Deposit Amount is transferred by such ~~replaced~~ Lender ~~shall be prepaid (or purchased)~~ on a day other than on the last day of ~~the~~ any Interest Period ~~relating thereto~~for which the applicable Eurodollar Rate has been established, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.11 or 2.12, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Nevada Power Co), Credit Agreement (Nevada Power Co)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) has demanded compensation from Borrower under Section 3.1 or 3.2, or (b) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (bc) cannot maintain its LIBOR ~~Rate~~ RateSOFR Loans at a suitable Lending Installation pursuant to Section ~~3.3~~3.3 or (d) either voted against or failed to respond to any written request made by the Administrative Agent seeking approval of any amendment to or waiver of any provision of this Agreement, if at least the Required Lenders voted in favor of such proposed amendment or waiver or (e) is a Defaulting Lender; with a replacement bank or other financial institution; , provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to ~~the~~ Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR ~~Rate~~ RateTerm SOFR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a ~~Lender~~Lender or not an Eligible Assignee, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Kite Realty Group, L.P.), Term Loan Agreement (Kite Realty Group, L.P.)

Appears in 2 contracts

Samples: Credit Agreement (Edison International), Credit Agreement (Southern California Edison Co)

Replacement of Lenders under Certain Circumstances. ~~The~~ Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.10 or 2.11 or (b) ~~cannot maintain its LIBOR Rate Loans at~~ any Lender that is a ~~suitable Lending Installation pursuant to Section 3.3~~Defaulting Lender, with a replacement ~~bank or other~~ financial institution; provided that (i) Lenders with an Aggregate Exposure Percentage equal to at least a 75% are not subject to such increased costs or illegality, (ii) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (iiiii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (~~iii~~iv) prior to any such replacement, such Lender shall have taken no action under Section 2.13 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.10 or 2.11, (v) the ~~Borrower shall repay (or the~~ replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivvi) ~~the~~ Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.12 (as though Section 2.12 were applicable) if any ~~LIBOR Rate~~ Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvii) the replacement ~~bank or~~ financial institution, if not already a Lender, ~~and the terms and conditions of such replacement,~~ shall be reasonably satisfactory to ~~the Administrative~~ Agent, (viviii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 9.7 (provided that ~~the~~ Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~ix) ~~until such time as such replacement shall be consummated, the~~ Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.10 or 2.11, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~x) any such replacement shall not be deemed to be a waiver of any rights ~~which the~~ that Borrower, ~~the Administrative~~ Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Parsley Energy, Inc.), Credit Agreement (Parsley Energy, Inc.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) shall be owed amounts pursuant to Sections 3.1, 3.2 or 3.5, (b) is not capable of or receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (bc) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or and (after notice ~~thereof~~ to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under ~~Sections~~ Section 3.4 ~~and 3.6~~ if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a ~~Lender~~Lender or an Approved Bank, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Inland American Real Estate Trust, Inc.), Credit Agreement (Inland American Real Estate Trust, Inc.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to ~~Section 3.5~~subsection 2.16 or 2.17 (other than with respect to LIBOR Competitive Loans), or (b) ~~cannot maintain~~ is affected in the manner described in subsection 2.15 (other than with respect to LIBOR Competitive Loans) and as a result thereof any of the actions described in said subsection is required to be taken or (c) defaults in its ~~LIBOR Rate~~ obligation to make Revolving Credit Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ subsection 2.18 if any LIBOR ~~Rate~~ Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating ~~thereto~~thereto or any Competitive Loan owing to such replaced Lender shall be paid other than on the relevant Competitive Loan Maturity Date, (v) the replacement bank or institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of ~~Section 12.3~~ subsection 8.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to ~~Section 3.5~~ subsection 2.16 or 2.17, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Dominion Resources Inc /Va/), Credit Agreement (Virginia Electric & Power Co)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.19 or 2.20 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.19 or 2.20, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.21 if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.19 or 2.20, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Conmed Corp), Credit Agreement (Conmed Corp)

Replacement of Lenders under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender ~~which~~ that (ai) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.17 or (b2.17(c) ~~cannot maintain its LIBOR Rate Loans at~~ or gives a ~~suitable Lending Installation~~ notice of illegality pursuant to Section ~~3.3~~2.20, (ii) is a Defaulting Lender or (iii) is a Non-Consenting Lender (as defined below) with a replacement ~~bank or other~~ financial institution; provided that (iA) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (iiB) no Event of Default under Section 8.1(a) or ~~(after notice thereof to the Borrower~~8.1(f) ~~no Unmatured Default~~ shall have occurred and be continuing at the time of such replacement, (~~iii~~C) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the ~~Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other~~ continued need for payment of amounts owing pursuant to Section 2.17 or 2.17(c) or to eliminate the illegality referred to in such ~~replaced Lender prior~~ notice of illegality given pursuant to ~~the date of replacement~~Section 2.20, (ivD) [reserved], (E) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.18 (as though Section 2.18 were applicable) if any ~~LIBOR Rate~~ Term SOFR Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vF) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (viG) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~H) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.17 or 2.17(c), as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~I) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. (b) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment requires the agreement of all Lenders or all affected Lenders in accordance with the terms of Section 10.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”. (c) Each party hereto agrees that (i) an assignment required pursuant to this Section 2.22 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.

Appears in 2 contracts

Samples: Credit Agreement (Essential Properties Realty Trust, Inc.), Credit Agreement (Essential Properties Realty Trust, Inc.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Default or (after notice thereof to ~~the~~ Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all ~~additional~~ amounts ~~(if any) required pursuant to Section 3.5~~ payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Chateau Communities Inc), Credit Agreement (Chateau Communities Inc)

Replacement of Lenders under Certain Circumstances. The -------------------------------------------------- Borrower shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.18 or 2.19 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~-------- Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall not have eliminated the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.18 or 2.19, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.20 if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.18 or 2.19, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Details Inc), Credit Agreement (Details Inc)

Replacement of Lenders under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender which (a) shall be owed amounts pursuant to Sections 3.1, 3.2 or 3.5, (b) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (bc) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, or (d) is a Defaulting Lender, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under ~~Sections~~ Section 3.4 ~~and 3.6~~ if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a ~~Lender~~Lender or an Approved Bank, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative ~~Agent~~Agent (and no such replacement bank or financial institution shall be an Ineligible Institution), (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. (b) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment or waiver that, pursuant to the terms of Section 8.2, requires the consent of such Lender and with respect to which the Required Lenders or a Majority in Interest, as applicable, have granted their consent, then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and, if not already a Lender or an Approved Bank, the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an assignment substantially in the form of Exhibit B and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of Section 12.3, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation, payments due to such Non-Consenting Lender under Sections 3.2 and 3.5.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (InvenTrust Properties Corp.), Term Loan Credit Agreement (InvenTrust Properties Corp.)

Replacement of Lenders under Certain Circumstances. ~~The Borrower~~ Borrowers shall be permitted to replace a Defaulting Lender and any Lender ~~which~~ (aor any participant) ~~is not capable of receiving payments without any deduction~~ that gives notice under Section 2.12(d) or ~~withholding of United States federal income tax~~ requests compensation, reimbursement or other payment pursuant to Section ~~3.5~~2.13 or Section 16.14 for a reason that is not generally applicable to any other Lender (or participant) or if no other Lender (or participant) is making a request for compensation, reimbursement or ~~(b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation~~ other payment pursuant to ~~Section 3.3~~such Sections; provided, ~~with a replacement bank or other financial institution; provided~~ however, that (ia) such replacement does not conflict with any applicable ~~legal or regulatory requirements affecting the Lenders~~Law, (iib) no Default or (Event of Default exists prior to or immediately after ~~notice thereof~~ giving effect to ~~the Borrower) no Unmatured Default shall have occurred and be continuing at the time of~~ such replacement, (~~iii~~c) prior to any such replacement, such Lender (or participant) shall have taken no action for a period of 60 days to eliminate the need for payment of amounts owing pursuant to Section 2.13 or Section 16.14, (d) the ~~Borrower shall repay (or the~~ replacement ~~bank or~~ financial institution shall ~~purchase~~purchase or acquire, at par) , all ~~Loans~~ Notes and other amounts owing hereunder and under any other Loan Document to such replaced Lender (or participant) on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (ve) the replacement ~~bank or~~ financial institution, if not already a ~~Lender, and the terms and conditions of such replacement~~Lender (or participant), shall be reasonably satisfactory to ~~the Administrative~~ Agent, (vif) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section ~~3.5 and~~ 2.13 or Section 16.14, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (~~viii~~g) any such replacement shall not be deemed to be a waiver of any rights ~~which the Borrower~~provided hereunder that Borrowers, ~~the Administrative~~ Agent or any other Lender (or participant) shall have against the replaced Lender (or participant), and (h) if such replacement is to become a Lender, such replacement shall be an Eligible Transferee. Such replacement shall be done in accordance with the provisions of Section 14.1; provided, however, that to the extent required to be paid, Borrowers shall be obligated to pay any registration and processing fee referred to therein.

Appears in 2 contracts

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

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its ~~LIBOR~~ Fixed Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to ~~the~~ Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any ~~LIBOR~~ Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) ~~any such~~ anysuch replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Inland Real Estate Corp), Credit Agreement (Inland Real Estate Corp)

Replacement of Lenders under Certain Circumstances. The ~~Borrower~~ Borrowers shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.11 or 2.12, or (b) ~~cannot maintain~~ is affected in the manner described in Section 2.10 and as a result thereof any of the actions described in Section 2.10 is required to be taken or (c) defaults in its ~~LIBOR Rate~~ obligation to make Revolving Credit Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the ~~Borrower~~ applicable Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Revolving Credit Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the ~~Borrower~~ applicable Borrowers shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.13 if any ~~LIBOR Rate~~ Eurodollar Loan, Money Market Loan or CDOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period or the Money Market Loan Maturity Date, as the case may be, relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be ~~reasonably~~ satisfactory to the Administrative ~~Agent~~Agent and the Issuing Lender, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the ~~Borrower~~ applicable Borrowers shall be obligated to pay the registration and processing fee referred to therein), (vii) the replaced Lender shall (except as provided in the following clause (ix)) be released from its obligations under this Agreement, (viii) until such time as such replacement shall be consummated, the ~~Borrower~~ applicable Borrowers shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.11 or 2.12, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the ~~Borrower~~Borrowers, the Administrative Agent or any other Lender shall have against the replaced ~~Lender~~Lender if it defaulted in its obligation to make Revolving Credit Loans hereunder.

Appears in 2 contracts

Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ (a) ~~is not capable of receiving payments without any deduction~~ that requests reimbursement for amounts owing pursuant to Sections 2.13 or ~~withholding of United States federal income tax~~ 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section ~~3.5~~2.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any of the events described in clauses (b) or (c) of such Section occur, (c) that is a Defaulting Lender, a Downgraded Lender, or a Declining Lender, or (bd) ~~can~~that does not ~~maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant~~ consent to ~~Section 3.3~~an amendment or waiver that requires the consent of all Lenders (or all affected Lenders) and has been approved by the Required Lenders, in each case, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement (or, if an Event of Default exists, the Required Lenders consent to such replacement), (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) ), without duplication, all ~~Loans~~ Loans, participations in LC Disbursements and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.15 if any ~~LIBOR Rate~~ outstanding Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, ~~and the terms and conditions of such replacement,~~ shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 9.6 (c) and (e) (provided that the Borrower or the replacement bank or institution shall be obligated to pay the registration and processing fee referred to therein) or pursuant to other procedures reasonably agreed to by the Borrower and the Administrative Agent (which may include a deemed assignment), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to ~~Section 3.5~~ Sections 2.13 or 2.14, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. The Borrower shall have the right to terminate in full the Commitment of each Lender requesting reimbursement pursuant to Section 2.13 or 2.14 by giving notice to the Administrative Agent and such Lender (a “Removed Lender”). On the date of any such termination, such Removed Lender’s Commitment shall terminate and the Borrower shall pay all amounts owed to such Removed Lender hereunder. Upon termination of such Removed Lender’s Commitment in accordance with this Section 2.17, such Removed Lender shall cease to be a party hereto, and upon such termination of such Removed Lender’s Commitment in accordance with this 2.17, the Total Commitments shall be reduced by the amount of such Removed Lender’s Commitment. The termination of the Commitment of a Removed Lender pursuant to this Section 2.17 shall not be deemed to be a waiver of any right that (x) the Borrower, the Administrative Agent or any other Lender may have against such Removed Lender or (y) such Removed Lender may have against the Borrower. For the avoidance of doubt, participating interests in Letters of Credit will be reallocated among the remaining non-Defaulting Lenders in accordance with their respective Percentages upon termination of any such Commitment. Notwithstanding the foregoing, no termination of a Commitment pursuant to this Section 2.17 shall be effective unless the participating interests in Letters of Credit are so reallocated or the Issuing Lenders are otherwise satisfied the existing and future LC Exposure will be covered by the Commitments of the remaining non-Defaulting Lenders and/or cash collateralized by the Borrower.

Appears in 2 contracts

Samples: Credit Agreement (Southern California Edison Co), Credit Agreement (Southern California Edison Co)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20, or (b) ~~can~~becomes a Defaulting Lender or (c) does not ~~maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant~~ consent to ~~Section 3.3~~any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders (with the percentage in such definition being deemed to be more than 50% for this purpose) has been obtained), with a replacement ~~bank or other financial institution~~lender; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (or iv) the replacement ~~bank or institution~~ lender shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.19 (as though Section 2.19 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or institution~~lender, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative ~~Agent~~Agent and, with respect to the replacement of a Revolving Credit Lender, each Issuing Lender (~~vi) the replaced Lender shall be obligated to make~~ such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall consent not ~~be deemed~~ to be ~~a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.~~unreasonably withheld),

Appears in 2 contracts

Samples: Credit Agreement (Cinemark Holdings, Inc.), Credit Agreement (Cinemark Usa Inc /Tx)

Replacement of Lenders under Certain Circumstances. The ~~Borrower~~ Borrowers shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.17 or 2.18 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall not have designated a different lending office under subsection 2.20 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.17 or 2.18, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the relevant Borrower or Borrowers shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ subsection 2.19 if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of ~~Section 12.3~~ subsection 10.6 (provided that the relevant Borrower or Borrowers shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, the relevant Borrower or Borrowers shall pay all additional amounts (if any) required pursuant to ~~Section 3.5~~ subsection 2.17 or 2.18, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which ~~the~~ either Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Gentek Inc), Credit Agreement (Gentek Inc)

Replacement of Lenders under Certain Circumstances. The -------------------------------------------------- Borrower shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.17 or 2.18 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.17 or 2.18, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.19 if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.17 or 2.18, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Nationwide Credit Inc), Credit Agreement (Nationwide Credit Inc)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace with a replacement financial institution any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.15 or 2.16 or gives a notice of illegality pursuant to Section 2.18, or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans at hereunder (or is otherwise a ~~suitable Lending Installation pursuant~~ Defaulting Lender) or (c) refuses to ~~Section 3.3~~consent to any amendment, ~~with a replacement bank~~ waiver or other ~~financial institution~~modification of any Loan Document requested by the Borrower that requires the consent of all Lenders and such amendment, waiver or other modification is consented to by the Required Lenders; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.19 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.15 or 2.16 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.18, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.17 (as though Section 2.17 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Northwestern Corp), Credit Agreement (Northwestern Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section ~~3.5~~4.5, or (b) cannot maintain its LIBOR ~~Rate Loans~~ Borrowings at a suitable Lending ~~Installation~~ Office pursuant to Section ~~3.3~~4.6, with a replacement bank or other financial ~~institution~~institution or (c) becomes a Defaulting Lender; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Event of Default or (after notice thereof to the Borrower) no ~~Unmatured~~ Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement bank or institution shall purchase at par all Loans and the Borrower ~~shall repay (~~or the replacement bank or institution shall ~~purchase, at par) all Loans and~~ repay other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections ~~3.4~~ 4.4 and ~~3.6~~ 4.6 if any LIBOR ~~Rate Loan~~ Borrowing owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, the Swingline Lender and the Issuing Bank, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to ~~therein~~therein and the replaced Lender’s consent shall not be required), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all ~~additional~~ amounts ~~(if any) required pursuant to Section 3.5~~ payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Unsecured Revolving Credit Agreement (First Industrial Realty Trust Inc), Unsecured Revolving Credit Agreement (First Industrial Realty Trust Inc)

Replacement of Lenders under Certain Circumstances. ~~The Borrower~~ IBM and IBMCLLC shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement pursuant to Section ~~3.5~~2.17 or 2.18 (other than with respect to Index Rate Competitive Loans), or (b) ~~cannot maintain its LIBOR~~ is affected in the manner described in Section 2.16 (other than with respect to Index Rate ~~Loans at~~ Competitive Loans) and as a ~~suitable Lending Installation pursuant~~ result thereof any of the actions described in said Section is required to be taken, (c) becomes a Defaulting Lender or (d) fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof that requires the unanimous approval of all of the Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section ~~3.3~~11.1, so long as the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) ~~the Borrower~~ IBM and IBMCLLC shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) ~~the Borrower~~ IBM and IBMCLLC shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.19 if any ~~LIBOR Rate~~ Eurodollar Loan or EURIBOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating ~~thereto~~thereto or any Competitive Loan owing to such replaced Lender shall be paid other than on the relevant Competitive Loan Maturity Date, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 11.8 (provided that ~~the Borrower~~ IBM and IBMCLLC shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, ~~the Borrower~~ IBM and IBMCLLC shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.17 or 2.18, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which ~~the Borrower~~IBM, IBMCLLC, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Three Year Credit Agreement (Ibm Credit LLC), Credit Agreement (Ibm Credit LLC)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.19 or 2.20 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.22, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.21 (as though Section 2.21 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 11.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.19 or 2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Dobson Communications Corp), Credit Agreement (Dobson Communications Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.14 or 2.15 or gives a notice of illegality pursuant to Section 2.17 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.18 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.14 or 2.15 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.17, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.16 (as though Section 2.16 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 9.6 (provided that the ~~Borrower~~ replaced Lender shall not be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.14 or 2.15, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Iconix Brand Group, Inc.), Credit Agreement (Iconix Brand Group, Inc.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.11 or 2.12, or (b) ~~cannot maintain~~ is affected in the manner described in Section 2.10 and as a result thereof any of the actions described in Section 2.10 is required to be taken or (c) defaults in its ~~LIBOR Rate~~ obligation to make Revolving Credit Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Revolving Credit Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.13 if any ~~LIBOR~~ Eurodollar Loan, C/D Rate Loan or Money Market Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period or the Money Market Loan Maturity Date, as the case may be, relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be ~~reasonably~~ satisfactory to the Administrative ~~Agent~~Agent and the Issuing Lender, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.8 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.11 or 2.12, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.15 or 2.16 or gives a notice of illegality pursuant to Section 2.18 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.19 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.15 or 2.16 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.18, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.17 (as though Section 2.17 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the ~~Borrower~~ replacement financial institution shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (ix) in the event the replaced Lender is an Issuing Lender, the outstanding Letters of Credit issued by such replaced Lender shall be replaced and/or cash-collateralized in an amount and manner satisfactory to such replaced Lender and (~~viii~~x) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Parker Drilling Co /De/), Credit Agreement (Parker Drilling Co /De/)

Replacement of Lenders under Certain Circumstances. ~~The Borrower~~ Kimco shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.11 or 2.12, or (b) ~~cannot maintain~~ is affected in the manner described in Section 2.10 and as a result thereof any of the actions described in Section 2.10 is required to be taken or (c) defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) ~~the Borrower~~ Kimco shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) ~~the Borrower~~ Kimco shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.13 if any ~~LIBOR Rate~~ Eurocurrency Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period or the Maturity Date, as the case may be, relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be ~~reasonably~~ satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that ~~the Borrower~~ Kimco shall be obligated to pay the registration and processing fee referred to therein), (vii) the replaced Lender shall (except as provided in the following clause (ix)) be released from its obligations under this Agreement, (viii) until such time as such replacement shall be consummated, ~~the Borrower~~ Kimco shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.11 or 2.12, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which ~~the Borrower~~Kimco, the Administrative Agent or any other Lender shall have against the replaced ~~Lender~~Lender if it defaulted in its obligation to make Loans hereunder.

Appears in 2 contracts

Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.9 or 2.10, (b) is affected in the manner described in Section 2.8 and as a result thereof any of the actions described in Section 2.8 is required to be taken, or (bc) ~~cannot maintain~~ defaults in its ~~LIBOR Rate Loans at~~ obligations to make a ~~suitable Lending Installation pursuant to Section 3.3,~~ Loan hereunder with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.11 if any ~~LIBOR Rate~~ Eurocurrency Loan or Money Market Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest ~~Period~~ Period, or the Money Market Rate Period, as the case may be, relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be ~~reasonably~~ satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 12.6 (provided that the Borrower shall be obligated to pay the processing and recordation fee referred to therein), (vii) the replaced Lender shall be released from its obligations under this Agreement, (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.9 or 2.10, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced ~~Lender~~Lender if it defaulted in its obligation to make a Loan hereunder.

Appears in 2 contracts

Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.14 or 2.15 or gives a notice of illegality pursuant to Section 2.17 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.18 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.14 or 2.15 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.17, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.16 (as though Section 2.16 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.14 or 2.15, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 2 contracts

Samples: Credit Agreement (Nevada Power Co), Term Loan Agreement (Nevada Power Co)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section ~~3.5~~4.5, or (b) cannot maintain its ~~LIBOR Rate Loans~~ Term SOFR Borrowings or Adjusted Daily Simple SOFR Borrowings at a suitable Lending ~~Installation~~ Office pursuant to Section ~~3.3~~4.6, with a replacement bank or other financial ~~institution~~institution or (c) becomes a Defaulting Lender; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Event of Default or (after notice thereof to the Borrower) no ~~Unmatured~~ Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement bank or institution shall purchase at par all Loans and the Borrower ~~shall repay (~~or the replacement bank or institution shall ~~purchase, at par) all Loans and~~ repay other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections ~~3.4~~ 4.4 and ~~3.6~~ 4.6 if any ~~LIBOR Rate Loan~~ Term SOFR Borrowing owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to ~~therein~~therein and the replaced Lender’s consent shall not be required), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all ~~additional~~ amounts ~~(if any) required pursuant to Section 3.5~~ payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Unsecured Term Loan Agreement (First Industrial Lp)

Replacement of Lenders under Certain Circumstances. (a) The ~~Borrower~~ Borrowers shall be permitted to replace any Lender ~~which~~ that (ai) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.15 or ~~(b) cannot maintain its LIBOR Rate Loans at~~ 2.16 or gives a ~~suitable Lending Installation~~ notice of illegality pursuant to Section ~~3.3~~2.18, (ii) is a Defaulting Lender or (iii) is a Non-Consenting Lender with a replacement ~~bank or other~~ financial institution; provided that (iA) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (iiB) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (~~iii~~C) prior to any such replacement, such Lender shall not have taken action under Section 2.19 which has eliminated the continued need for payment of amounts owing pursuant to Section 2.15 or 2.16 or which has eliminated the illegality referred to in such notice of illegality given pursuant to Section 2.18, (D) the ~~Borrower shall repay (or the~~ replacement ~~bank or~~ financial institution shall purchase, at ~~par)~~ par (or such other amount agreed upon by the replacement financial institution and the replaced Lender), all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivE) the ~~Borrower~~ Borrowers shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.17 (as though Section 2.17 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vF) the replacement ~~bank or~~ financial institution, if not already a Lender, shall be an Eligible Assignee and ~~the terms and conditions of such replacement, shall~~ be reasonably satisfactory to the Administrative Agent, (viG) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 9.6 (provided ~~that~~ that, if applicable, the ~~Borrower~~ Borrowers shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~H) ~~until such time as such replacement shall be consummated,~~ the ~~Borrower~~ Borrowers shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~I) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the ~~Borrower~~Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender. (b) In the event that (i) Borrower Representative or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment requires the agreement of the Required Lenders, all Lenders or all affected Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”.

Appears in 1 contract

Samples: Credit Agreement (Benefit Street Partners Realty Trust, Inc.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~5.12 or 5.13, or gives a notice of illegality pursuant to Section 5.15, (b) ~~cannot maintain its LIBOR Rate Loans at~~ becomes a ~~suitable Lending Installation pursuant to Section 3.3~~Defaulting Lender or (c) becomes a Non-Consenting Lender, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) solely with respect to clause (a) above, no Default or ~~(after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) if applicable, prior to any such replacement, such Lender shall not have taken all actions under Section 5.16 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 5.12 or 5.13 or to eliminate any illegality described in a notice of illegality under Section 5.15, (or iv) if applicable, the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) if applicable, the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 5.14 (as though Section 5.14 were applicable) if any ~~LIBOR Rate~~ Eurocurrency Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) if applicable, the replacement ~~bank or~~ financial institution, if not already a Lender, ~~and the terms and conditions~~ an affiliate of ~~such replacement~~a Lender or an Approved Fund, shall be reasonably satisfactory to the Administrative Agent, (vivii) if applicable, the replaced Lender shall be obligated to make such ~~replacement~~ replacement, without such Lender’s consent, in accordance with the provisions of Section ~~12.3~~ 12.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated~~if applicable, the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 5.12 or 5.13, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender; provided that in the case of any Assignee in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree.

Appears in 1 contract

Samples: First Lien Credit Agreement (Six Flags Entertainment Corp)

Replacement of Lenders under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.15 or 2.16 or gives a notice of illegality pursuant to Section 2.18 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) ~~no Default or (after notice thereof~~ prior to ~~the Borrower) no Unmatured Default~~ any such replacement, such Lender shall have ~~occurred and be continuing at~~ taken no action under Section 2.19 so as to eliminate the ~~time~~ continued need for payment of amounts owing pursuant to Section 2.15 or 2.16 or to eliminate the illegality referred to in such ~~replacement~~notice of illegality given pursuant to Section 2.18, (iii) the ~~Borrower shall repay (or the~~ replacement ~~bank or~~ financial institution shall purchase, at par) , all ~~Loans~~ Loans, interest, fees and other amounts owing to such replaced Lender and such replaced Lender’s pro rata portion of all outstanding Reimbursement Obligations, if any, on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.17 (as though Section 2.17 were applicable) if any LIBOR ~~Rate~~ Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (v) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5 and~~ 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (viii) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, ~~the Administrative~~ any Agent or any other Lender shall have against the replaced Lender and (ix) the replaced Lender shall cease to be a Lender hereunder. (b) In connection with any proposed amendment, modification, supplement, extension, termination, consent or waiver requiring the consent of all Lenders (such proposed amendment, modification, supplement, extension, termination, consent or waiver, a “Proposed Change”), if the consent of Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 2.20(b) being referred to as a “Non-Consenting Lender”), then, at the Borrower’s request, the Lender that is acting as the Administrative Agent, or any other Lender or affiliate, Related Fund or Control Investment Affiliate of such Lender, or any other bank, financial institution or other entity that is acceptable to the Administrative Agent, provided in each case that such Person (a “Replacement Assignee”) is not a Non-Consenting Lender, shall have the right with the Administrative Agent’s consent and in the Administrative Agent’s sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent’s request, sell and assign to such Replacement Assignee all of its rights and obligations under this Agreement and the other Loan Documents (including for purposes of this Section 2.20(b), the Non-Consenting Lender’s Revolving Credit Commitment and Revolving Credit Extensions of Credit) for an amount equal to the aggregate outstanding principal balance of all Revolving Loans of such Non-Consenting Lender (and, if such Lender is also the Swing Line Lender, the aggregate outstanding principal balance of all Swing Line Loans of the Swing Line Lender), and such Non-Consenting Lender’s pro rata portion of all outstanding Reimbursement Obligations, if any, and all accrued interest, fees and other Obligations owing or otherwise payable with respect thereto through the date of sale (or such other amounts as may be agreed upon by the Non-Consenting Lender and the Replacement Assignee). In such event, such Non-Consenting Lender agrees to execute an Assignment and Acceptance to reflect such purchase and sale, but regardless of whether such Assignment and Acceptance is executed, such Non-Consenting Lender’s rights hereunder, except rights under Section 10.5 with respect to actions prior to such date, shall cease from and after the date of tender by the Replacement Assignee of the amount of the purchase price.

Appears in 1 contract

Samples: Credit Agreement (CSG Systems International Inc)

Replacement of Lenders under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender which (a) shall be owed amounts pursuant to Sections 3.1, 3.2 or 3.5, (b) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (bc) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section ~~3.3,~~ 3.3 or (d) is a Defaulting Lender with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under ~~Sections~~ Section 3.4 ~~and 3.6~~ if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a ~~Lender~~Lender or an Approved Bank, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative ~~Agent~~Agent (and no such replacement bank or financial institution shall be an Ineligible Institution), (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. (b) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment or waiver that, pursuant to the terms of Section 8.2, requires the consent of such Lender and with respect to which the Required Lenders have granted their consent, then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and, if not already a Lender or an Approved Bank, the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an assignment substantially in the form of Exhibit B and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of Section 12.3, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 3.2 and 3.5.

Appears in 1 contract

Samples: Credit Agreement (InvenTrust Properties Corp.)

Replacement of Lenders under Certain Circumstances. The Borrower at is own cost and expense shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.11 or 2.12 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.13 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.11 or 2.12, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par~~) all~~ , the Term Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the ~~Borrower~~ replaced Lender shall not be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.11 or 2.12, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Credit Agreement (XCel Brands, Inc.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.19 or 2.20 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.22, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.21 (as though Section 2.21 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.19 or 2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Credit Agreement (Magellan Midstream Partners Lp)

Replacement of Lenders under Certain Circumstances. ~~The Borrower~~ IBM shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement pursuant to Section ~~3.5~~2.17 or 2.18 (other than with respect to Index Rate Competitive Loans), or (b) ~~cannot maintain its LIBOR~~ is affected in the manner described in Section 2.16 (other than with respect to Index Rate ~~Loans at~~ Competitive Loans) and as a ~~suitable Lending Installation pursuant~~ result thereof any of the actions described in said Section is required to be taken, (c) becomes a Defaulting Lender or (d) fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof that requires the unanimous approval of all of the Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section ~~3.3~~11.1, so long as the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) ~~the Borrower~~ IBM shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) ~~the Borrower~~ IBM shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.19 if any ~~LIBOR Rate~~ EurodollarTerm SOFR Loan or EURIBOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating ~~thereto~~thereto or any Competitive Loan owing to such replaced Lender shall be paid other than on the relevant Competitive Loan Maturity Date, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 11.8 (provided that ~~the Borrower~~ IBM shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, ~~the Borrower~~ IBM shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.17 or 2.18, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which ~~the Borrower~~IBM, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Three Year Credit Agreement (International Business Machines Corp)

Replacement of Lenders under Certain Circumstances. (a) The Borrower shall be permitted to replace any Lender ~~which~~ that (ai) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.17 or ~~(b) cannot maintain its LIBOR Rate Loans at~~ 2.18 or gives a ~~suitable Lending Installation~~ notice of illegality pursuant to Section ~~3.3~~2.20, (ii) is a Defaulting Lender or (iii) is a Non-Consenting Lender with a replacement ~~bank or other~~ financial institution; provided ~~that~~ that, (iA) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (iiB) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (~~iii~~C) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (D) the ~~Borrower shall repay (or the~~ replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivE) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.19 (as though Section 2.19 were applicable) if any ~~LIBOR Rate~~ Term SOFR Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vF) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (viG) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided ~~that~~ that, the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~H) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.17 or 2.18, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~I) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Xxxxxx. (b) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment requires the agreement of the Supermajority Lenders, all Lenders or all affected Lenders in accordance with the terms of Section 10.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Chatham Lodging Trust)

Replacement of Lenders under Certain Circumstances. The Parent Borrower shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.16 or 2.17, or (b) ~~can~~becomes a Defaulting Lender or (c) does not ~~maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant~~ consent to ~~Section 3.3~~any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.20 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.16 or 2.17, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and pay all other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the relevant Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.18 if any ~~LIBOR Rate~~ Eurocurrency Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the relevant Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, the relevant Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.16 or 2.17, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the ~~Borrower~~Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Parent Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective.

Appears in 1 contract

Samples: Credit Agreement (Conmed Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is subject to claims for additional payments under Section 4.1 or Section 4.2, (b) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section ~~3.5~~4.5, or (bc) cannot maintain its LIBOR ~~Rate~~ Loans at a suitable Lending Installation pursuant to Section ~~3.3~~4.6 or (d) becomes a Defaulting Lender, with a replacement bank or other financial institution; provided that (i) such replacement eliminates the circumstances giving rise to such replacement right and does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Default or (after notice thereof to ~~the~~ Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections ~~3.4~~ 4.4 and ~~3.6~~ 4.6 if any LIBOR ~~Rate~~ Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all ~~additional~~ amounts ~~(if any) required pursuant to Section 3.5~~ payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Revolving Credit Agreement (Duke Realty Corp)

Replacement of Lenders under Certain Circumstances. (a) The ~~Borrower~~ Borrowers shall be permitted to replace any Lender ~~which~~ that (ai) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.15 or ~~(b) cannot maintain its LIBOR Rate Loans at~~ 2.16 or gives a ~~suitable Lending Installation~~ notice of illegality pursuant to Section ~~3.3~~2.18, (ii) is a Defaulting Lender or (iii) is a Non-Consenting Lender or a Declining Lender with a replacement ~~bank or other~~ financial institution; provided that (iA) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (iiB) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (~~iii~~C) prior to any such replacement, such Lender shall have taken no action under Section 2.19 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.15 or 2.16 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.18, (D) the ~~Borrower shall repay (or the~~ replacement ~~bank or~~ financial institution shall purchase, at ~~par)~~ par (or such other amount agreed upon by the replacement financial institution and the replaced Lender), all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivE) the ~~Borrower~~ Borrowers shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.17 (as though Section 2.17 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vF) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (viG) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 9.6 (provided ~~that~~ that, if applicable, the ~~Borrower~~ Borrowers shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~H) ~~until such time as such replacement shall be consummated,~~ the ~~Borrower~~ Borrowers shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~I) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the ~~Borrower~~Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender. (b) In the event that (i) the Borrower Representative or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment requires the agreement of the Required Lenders, all Lenders or all affected Lenders in accordance with the terms of Section 9.1 and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”.

Appears in 1 contract

Samples: Credit Agreement (KKR Real Estate Finance Trust Inc.)

Replacement of Lenders under Certain Circumstances. ~~The~~ Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its ~~LIBOR Rate~~ SOFR Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default ~~or (after notice thereof to the Borrower) no Unmatured Default~~ shall have occurred and be continuing at the time of such replacement, (iii) ~~the~~ Borrower shall repay (or the replacement bank or institution shall purchase), at ~~par)~~ par all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) ~~the~~ Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any ~~LIBOR Rate~~ Term SOFR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that ~~the~~ Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, ~~the~~ Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which ~~the~~ Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Senior Credit Agreement (Terreno Realty Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.13 or 2.14 or gives a notice of illegality pursuant to Section 2.16 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Term Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; ~~provided~~ PROVIDED that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.13 or 2.14 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.16, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Term Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.15 (as though Section 2.15 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.13 or 2.14, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. Any replacement pursuant to this Section shall not be deemed to be an optional prepayment for purposes of Section 2.9(b).

Appears in 1 contract

Samples: Credit Agreement (National Coal Corp)

Replacement of Lenders under Certain Circumstances. ~~The Borrower~~ IBM shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.17 or 2.18 (other than with respect to Index Rate Competitive Loans), or (b) ~~cannot maintain~~ is affected in the manner described in Section 2.16 (other than with respect to Index Rate Competitive Loans) and as a result thereof any of the actions described in said Section is required to be taken or (c) defaults in its ~~LIBOR Rate~~ obligation to make Revolving Credit Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~or Swing Line Loans hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) ~~the Borrower~~ IBM shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) ~~the Borrower~~ IBM shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.19 if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating ~~thereto~~thereto or any Competitive Loan owing to such replaced Lender shah be paid other than on the relevant Competitive Loan Maturity Date, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 11.8 (provided that ~~the Borrower~~ IBM shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, ~~the Borrower~~ IBM shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.17 or 2.18, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which ~~the Borrower~~IBM, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Credit Agreement (International Business Machines Corp)

Replacement of Lenders under Certain Circumstances. The -------------------------------------------------- Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that -------- (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) ~~no Default or (after notice thereof~~ prior to ~~the Borrower) no Unmatured Default~~ any such replacement, such Lender shall have ~~occurred and be continuing at~~ taken no action under Section 2.23 so as to eliminate the ~~time~~ continued need for payment of amounts owing pursuant to Section 2.19 or 2.20 or to eliminate the illegality referred to in such ~~replacement~~notice of illegality given pursuant to Section 2.22, (iii) the ~~Borrower shall repay (or the~~ replacement ~~bank or~~ financial institution shall purchase, at par) , all ~~Loans~~ Loans, interest, fees and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.21 (as though Section 2.21 were applicable) if any LIBOR ~~Rate~~ Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (v) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5 and~~ 2.19 or 2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (viii) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, ~~the Administrative~~ any Agent or any other Lender shall have against the replaced ~~Lender~~Lender and (ix) the replaced Lender shall cease to be a Lender hereunder.

Appears in 1 contract

Samples: Credit Agreement (CSG Systems International Inc)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace with a replacement financial institution any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.15 or 2.16 or gives a notice of illegality pursuant to Section 2.18, or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant~~ hereunder or (c) refuses to ~~Section 3.3~~consent to any amendment, ~~with a replacement bank~~ waiver or other ~~financial institution~~modification of any Loan Document requested by the Borrower that requires the consent of all Lenders and such amendment, waiver or other modification is consented to by the Required Lenders; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.19 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.15 or 2.16 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.18, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.17 (as though Section 2.17 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Credit Agreement (Northwestern Corp)

Replacement of Lenders under Certain Circumstances. The ~~Borrower~~ Company shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.17 or 2.18 or gives a notice of illegality pursuant to Section 2.20 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; ~~provided~~ provided, that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.21 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.17 or 2.18 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.20, (or iv) the replacement ~~bank or~~ financial institution shall ~~purchase~~purchase (and the Lender being replaced shall sell), at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the ~~Borrower~~ Borrowers shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.19 (as though Section 2.19 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender, ~~and the terms and conditions of such replacement,~~ shall be an Eligible Assignee reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 9.6 (~~provided~~ provided, that the ~~Borrower~~ Borrowers shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the ~~Borrower~~ Borrowers shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.17 or 2.18, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the ~~Borrower~~Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender. Any replacement pursuant to this Section shall not be deemed to be an optional prepayment for purposes of Section 2.9(b).

Appears in 1 contract

Samples: Credit Agreement (MVC Capital, Inc.)

Replacement of Lenders under Certain Circumstances. ~~The Borrower~~ Notwithstanding any provision to the contrary in this Agreement, the Borrowers shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22, or (b) ~~cannot maintain~~ assigns (or purports to assign) its ~~LIBOR Rate~~ Loans ~~at a suitable Lending Installation pursuant~~ or any portion thereof in violation of Section 10.6(b) or 10.6(c) or (c) defaults in its obligation to ~~Section 3.3~~make Loans hereunder, with a replacement ~~bank or other~~ financial institution; provided ~~that~~ that, as to any replacement, (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) ~~no Default or (after notice thereof~~ prior to ~~the Borrower) no Unmatured Default shall have occurred and be continuing at the time of~~ any such replacement, such Lender shall not have, in accordance with Section 2.23, eliminated the continued need for payment of amounts owing pursuant to Section 2.19 or 2.20 or eliminated the illegality referred to in such notice of illegality given pursuant to Section 2.22, (iii) the ~~Borrower shall repay (~~replacement financial institution or ~~the replacement bank or institution~~ institutions shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the ~~Borrower~~ Borrowers shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.21 (as though Section 2.21 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (v) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the ~~Borrower~~ Borrowers shall be obligated to pay the registration and processing fee referred to therein), (vii) ~~until such time as such replacement shall be consummated,~~ the ~~Borrower~~ Borrowers shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.19 or 2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (viii) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the ~~Borrower~~Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Credit Agreement (General Growth Properties Inc)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.19 or 2.20 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such -------- replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.22 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.19 or 2.20, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.21 if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.19 or 2.20, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Credit Agreement (Reliant Building Products Inc)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) ~~is not capable~~ requests payment of ~~receiving payments without any deduction~~ or ~~withholding of United States federal income tax~~ reimbursement for amounts owing pursuant to Section ~~3.5~~2.19 or 2.20, or (b) ~~can~~becomes a Defaulting Lender or (c) does not ~~maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant~~ consent to ~~Section 3.3~~any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.19 or 2.20, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and pay all other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.21 if any LIBOR ~~Rate~~ Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the Borrower or the replacement financial institution shall pay all ~~additional~~ amounts (if any) ~~required~~ due pursuant to Section ~~3.5~~ 2.19 or 2.20, as the case may be, incurred prior to the date Borrower exercises its rights under this Section 2.24, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective.

Appears in 1 contract

Samples: Credit Agreement (Forrester Research, Inc.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section ~~3.5~~4.5, or (b) cannot maintain its ~~LIBOR Rate Loans~~ Eurocurrency Borrowings at a suitable Lending Installation pursuant to Section ~~3.3~~4.6, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the remaining Lenders, (ii) no Event of Default or (after notice thereof to ~~the~~ Borrower) no ~~Unmatured~~ Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections ~~3.4~~ 4.4 and ~~3.6~~ 4.6 if any ~~LIBOR Rate Loan~~ Eurocurrency Borrowing owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 13.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall continue to pay all ~~additional~~ amounts ~~(if any) required pursuant to Section 3.5~~ payable hereunder without setoff, deduction, counterclaim or withholding and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Unsecured Revolving Credit Agreement (First Industrial Realty Trust Inc)

Replacement of Lenders under Certain Circumstances. ~~The~~ the Borrower shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement pursuant to Section ~~3.5~~2.17 or 2.18, or (b) ~~cannot maintain its LIBOR Rate Loans at~~ is affected in the manner described in Section 2.16 and as a ~~suitable Lending Installation pursuant~~ result thereof any of the actions described in said Section is required to be taken, (c) becomes a Defaulting Lender or (d) fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof that requires the unanimous approval of all of the Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section ~~3.3~~11.1, so long as the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all ~~Loans~~ Loans, LC Disbursements and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.19 if any ~~LIBOR Rate~~ EurodollarTerm SOFR Loan or EURIBOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative ~~Agent~~Agent and the Issuing Banks, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 11.8 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.17 or 2.18, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Five Year Revolving Credit Agreement (Kyndryl Holdings, Inc.)

Replacement of Lenders under Certain Circumstances. ~~The~~ Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its ~~LIBOR Rate~~ LIBORSOFR Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default ~~or (after notice thereof to the Borrower) no Unmatured Default~~ shall have occurred and be continuing at the time of such replacement, (iii) ~~the~~ Borrower shall repay (or the replacement bank or institution shall purchase), at ~~par)~~ par all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) ~~the~~ Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any ~~LIBOR Rate~~ LIBORTerm SOFR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the LIBOR Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that ~~the~~ Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, ~~the~~ Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which ~~the~~ Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Senior Credit Agreement (Terreno Realty Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.19 or 2.20 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.22 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.19 or 2.20, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.21 if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.19 or 2.20, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Credit Agreement (American Buildings Co /De/)

Replacement of Lenders under Certain Circumstances. ~~The Borrower~~ Kimco shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.11 or 2.12, or (b) ~~cannot maintain~~ is affected in the manner described in Section 2.10 and as a result thereof any of the actions described in Section 2.10 is required to be taken or (c) defaults in its ~~LIBOR Rate~~ obligation to make Revolving Credit Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the ~~Borrower~~ applicable Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Revolving Credit Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the ~~Borrower~~ applicable Borrowers shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.13 if any ~~LIBOR Rate~~ Eurodollar Loan, Money Market Loan or CDOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period or the Money Market Loan Maturity Date, as the case may be, relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be ~~reasonably~~ satisfactory to the Administrative ~~Agent~~Agent and the Issuing Lender, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the ~~Borrower~~ applicable Borrowers shall be obligated to pay the registration and processing fee referred to therein), (vii) the replaced Lender shall (except as provided in the following clause (ix)) be released from its obligations under this Agreement, (viii) until such time as such replacement shall be consummated, the ~~Borrower~~ applicable Borrowers shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.11 or 2.12, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which ~~the~~ any Borrower, the Administrative Agent or any other Lender shall have against the replaced ~~Lender~~Lender if it defaulted in its obligation to make Revolving Credit Loans hereunder.

Appears in 1 contract

Samples: Credit Agreement (Kimco Realty Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 2.13 or 2.14 or gives a notice of illegality pursuant to Section 2.16 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.17 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.13 or 2.14 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.16, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.15 (as though Section 2.15 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 9.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.13 or 2.14, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Credit Agreement (Delek US Holdings, Inc.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace with a replacement financial institution any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.19 or 2.20 or gives a notice of illegality pursuant to Section 2.22, or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant~~ hereunder or (c) refuses to ~~Section 3.3~~consent to any amendment, ~~with a replacement bank~~ waiver or other ~~financial institution~~modification of any Loan Document requested by the Borrower that requires the consent of all Lenders and such amendment, waiver or other modification is consented to by the Required Lenders; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.19 or 2.20 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.22, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.21 (as though Section 2.21 were applicable) if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.7 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.19 or 2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Credit Agreement (Northwestern Corp)

Replacement of Lenders under Certain Circumstances. ~~The~~ Borrower shall be permitted to replace any Lender ~~which~~ with an Eligible Assignee, if such Lender: (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to ~~Section 3.5,~~ subsection 2.7(a) or subsection 2.2(d)(v) hereof; or (b) ~~cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant~~ affirmatively refuses to ~~Section 3.3~~approve any waiver, ~~with a replacement bank~~ amendment or ~~other financial institution~~modification to this Agreement that is otherwise approved by the Required Lenders; ~~provided that~~ provided, in either of such cases: (i) the assignment to such ~~replacement~~ Eligible Assignee does not conflict with any applicable ~~legal~~ law, rule or ~~regulatory requirements affecting the Lenders~~regulation, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall not have designated a different lending office under Section 2.9 hereof so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to subsection 2.7(a) or subsection 2.2(d)(v) hereof, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) ~~the~~ such replacement ~~bank or institution, if not already a Lender,~~ is carried out in accordance with and ~~the terms and conditions of such replacement, shall be reasonably satisfactory~~ subject to the ~~Administrative Agent~~restrictions contained in Section 11.6, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, ~~the~~ Borrower shall pay all additional ~~amounts (~~amounts, if any) , required pursuant to ~~Section 3.5~~ subsection 2.7(a) or subsection 2.2(d)(v) hereof, as the case may be, and (~~viii~~vii) ~~any~~ no such replacement shall ~~not~~ be deemed to be a waiver of any rights which ~~the~~ Borrower, ~~the Administrative~~ Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Credit Agreement (Equinox Group Inc)

Replacement of Lenders under Certain Circumstances. ~~The~~ Any -------------------------------------------------------- Borrower shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 3.12 or 3.13 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with -------- any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 3.16 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 3.12 or 3.13, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) ~~the~~ such Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 3.14 if any ~~LIBOR Rate~~ Eurocurrency Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 12.6 (provided that ~~the~~ such Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, ~~the~~ such Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 3.12 or 3.13, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which ~~the~~ such Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (Exide Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender ~~which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ that requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 4.9 or 4.10 (~~b) cannot maintain~~ either for its ~~LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3~~own account or for the account of any of its participants), with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 4.12 so as to eliminate the continued need for payment of amounts owing pursuant to Section 4.9 or 4.10, (iv) the Borrower shall repay (or the replacement ~~bank or~~ financial institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 4.11 if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 11.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 4.9 or 4.10, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Credit Agreement (Media General Inc)

Replacement of Lenders under Certain Circumstances. (a) The ~~Borrower~~ Borrowers, at their cost and expense (which, for the avoidance of doubt, may be shared with the replacement institution with such institution’s consent), shall be permitted to replace any Lender, and in the case of a Lender ~~which~~ repay all Obligations of the Borrowers due and owing to such Lender relating to the Loans that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to ~~Section 3.5~~Sections 2.10 or 5.4, or (b) ~~cannot maintain its LIBOR Rate Loans at~~ is affected in the manner described in Section 2.10(a)(iii) and as a ~~suitable Lending Installation pursuant~~ result thereof any of the actions described in such Section is required to ~~Section 3.3~~be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no Event of Default under Section 11.1 or ~~(after notice thereof to the Borrower) no Unmatured Default~~ 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the ~~Borrower~~ Borrowers shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts pursuant to Sections 2.10, 2.11, 5.4 or 13.5, as the case may be, owing to such replaced Lender prior to the date of replacement, (iv) the ~~Borrower~~ replacement bank or institution, if not already a Lender, an Affiliate of the Lender or Approved Fund, and the terms and conditions of such replacement, shall be ~~liable~~ satisfactory to ~~such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on~~ the ~~last day of the Interest Period relating thereto~~Required Lenders, (v) the replacement bank or institution, if not already a ~~Lender, and the terms and conditions of such replacement,~~ Lender shall be ~~reasonably satisfactory~~ subject to the ~~Administrative Agent~~provisions of Section 13.6(a), (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 13.6 (provided that unless otherwise agreed the ~~Borrower~~ Borrowers shall be obligated to pay the registration and processing fee referred to therein), and (vii~~) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii~~) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the ~~Borrower~~Borrowers, ~~the Administrative~~ any Agent or any other Lender shall have against the replaced Lender. (b) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination that pursuant to the terms of Section 13.1 requires the consent of either (i) all of the Lenders directly and adversely affected or (ii) all of the Lenders, and, in each case, with respect to which the Required Lenders (or at least 50.1% of the directly and adversely affected Lenders) shall have granted their consent, then, the Parent Borrower, at its cost and expense (which, for the avoidance of doubt, may be shared with the replacement institution with such institution’s consent), shall have the right (unless such Non-Consenting Lender grants such consent) to (x) replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans hereunder to one or more assignees reasonably acceptable to the Administrative Agent (to the extent such consent would be required under Section 13.6) and in the case of a Lender (other than the Letter of Credit Issuer), repay all Obligations of the Borrowers due and owing to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided that (a) all Obligations hereunder of the Borrowers owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment including any amounts that such Lender may be owed pursuant to Section 2.11, and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment, the Borrowers, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.6 (with the Borrower or replacement lender responsible for payment of the registration and processing fee). (c) Notwithstanding anything herein to the contrary, each party hereto agrees that any assignment pursuant to the terms of this Section 13.8 may be effected pursuant to an Assignment and Acceptance executed by the Borrowers, the Administrative Agent and the assignee and that the Lender making such assignment need not be a party thereto.

Appears in 1 contract

Samples: Senior Secured Second Out Term Loan Credit Agreement (Skillsoft Corp.)

Replacement of Lenders under Certain Circumstances. ~~The Borrower~~ Borrowers shall be permitted to replace a Defaulting Lender and any Lender ~~which~~ (aor any participant) ~~is not capable of receiving payments without any deduction~~ that gives notice under Section 2.12(d) or ~~withholding of United States federal income tax~~ requests compensation, reimbursement or other payment pursuant to Section ~~3.5~~2.13 or Section 16.14 for a reason that is not generally applicable to any other Lender (or participant) or if no other Lender (or participant) is making a request for compensation, reimbursement or ~~(b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation~~ other payment pursuant to ~~Section 3.3~~such Sections; provided, ~~with a replacement bank or other financial institution; provided~~ however, that (ia) such replacement does not conflict with any applicable ~~legal or regulatory requirements affecting the Lenders~~Law, (iib) no Default or (Event of Default exists prior to or immediately after ~~notice thereof~~ giving effect to ~~the Borrower) no Unmatured Default shall have occurred and be continuing at the time of~~ such replacement, (~~iii~~c) prior to any such replacement, such Lender (or participant) shall have taken no action for a period of 60 days to eliminate the need for payment of amounts owing pursuant to Section 2.13 or Section 16.14, (d) the ~~Borrower shall repay (or the~~ replacement ~~bank or~~ financial institution shall ~~purchase~~purchase or acquire, at par) , all ~~Loans~~ Notes and other amounts owing hereunder and under any other Loan Document to such replaced Lender (or participant) on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (ve) the replacement ~~bank or~~ financial institution, if not already a ~~Lender, and the terms and conditions of such replacement~~Lender (or participant), shall be reasonably satisfactory to the ~~Administrative~~ Agent, (vif) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower Borrowers shall pay all additional amounts (if any) required pursuant to Section ~~3.5 and~~ 2.13 or Section 16.14, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (~~viii~~g) any such replacement shall not be deemed to be a waiver of any rights ~~which the Borrower~~provided hereunder that Borrowers, the ~~Administrative~~ Agent or any other Lender (or participant) shall have against the replaced Lender (or participant), and (h) if such replacement is to become a Lender, such replacement shall be an Eligible Transferee. Such replacement shall be done in accordance with the provisions of Section 14.1; provided, however, that to the extent required to be paid, Borrowers shall be obligated to pay any registration and processing fee referred to therein.

Appears in 1 contract

Samples: Loan and Security Agreement (West Marine Inc)

Replacement of Lenders under Certain Circumstances. ~~The~~ the Borrower shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement pursuant to Section ~~3.5~~2.17 or 2.18, or (b) ~~cannot maintain its LIBOR Rate Loans at~~ is affected in the manner described in Section 2.16 and as a ~~suitable Lending Installation pursuant~~ result thereof any of the actions described in said Section is required to be taken, (c) becomes a Defaulting Lender or (d) fails to consent to any proposed amendment, modification, termination, waiver or consent with respect to any provision hereof that requires the unanimous approval of all of the Lenders, the approval of all of the Lenders affected thereby or the approval of a class of Lenders, in each case in accordance with the terms of Section ~~3.3~~11.1, so long as the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.19 if any ~~LIBOR Rate~~ EurodollarTerm Benchmark Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 11.8 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.17 or 2.18, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Kyndryl Holdings, Inc.)

Replacement of Lenders under Certain Circumstances. The ~~Borrower~~ Borrowers shall be permitted to replace with a replacement financial institution any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests compensation for amounts owing pursuant to Section ~~3.5~~2.15 or if a Borrower is required to pay any Non-Excluded Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 or 2.16 or gives a notice of illegality pursuant to Section 2.18, or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans at hereunder (or is otherwise a ~~suitable Lending Installation pursuant~~ Defaulting Lender) or (c) refuses to ~~Section 3.3~~consent to any amendment, ~~with a replacement bank~~ waiver or other ~~financial institution~~modification of any Loan Document requested by the Borrowers that requires the consent of all Lenders and such amendment, waiver or other modification is consented to by the Required Lenders; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.19 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.15 or 2.16 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.18, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the ~~Borrower~~ Borrowers shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.17 (as though Section 2.17 were applicable) if any ~~LIBOR Rate~~ Term SOFR Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the ~~Borrower~~ Borrowers shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) ~~until such time as such replacement shall be consummated,~~ the ~~Borrower~~ Borrowers shall pay all additional amounts (if any) required pursuant to Section ~~3.5 and~~ 2.15 or 2.16, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the ~~Borrower~~Borrowers, the Administrative Agent or any other Lender shall have against the replaced ~~Lender~~Xxxxxx.

Appears in 1 contract

Samples: Credit Agreement (Northwestern Corp)

Replacement of Lenders under Certain Circumstances. The Parent Borrower shall be permitted to replace any Lender which (a) ~~is not capable~~ requests reimbursement for amounts owing Back to Table of ~~receiving payments without any deduction or withholding of United States federal income tax~~ Contents pursuant to Section ~~3.5,~~ 2.19 or 2.20 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 2.19 or 2.20, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the relevant Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.21 if any ~~LIBOR Rate~~ Eurocurrency Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 10.6 (provided that the relevant Borrower shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, the relevant Borrower shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.19 or 2.20, as the case may be, and (~~viii~~ix) any such replacement shall not be deemed to be a waiver of any rights which the ~~Borrower~~Borrowers, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Credit Agreement (Conmed Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be 15031925\V-9 reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Secured Line of Credit Loan Agreement (Glimcher Realty Trust)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) is not capable of receiving payments without any deduction or withholding of United States federal income tax pursuant to Section 3.5, or (b) cannot maintain its ~~LIBOR~~ Fixed Rate Loans at a suitable Lending Installation pursuant to Section 3.3, with a replacement bank or other financial ~~institution~~institution or (c) becomes a Defaulting Lender; provided that (i) such replacement eliminates the circumstances giving rise to such replacement right and does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof to ~~the~~ Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the ~~Borrower shall repay (or the~~ replacement bank or institution shall purchase, at ~~par)~~ par all Loans and, to the extent due and owing at such time pursuant to the terms hereof, the Borrower shall repay any other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if any ~~LIBOR~~ Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to ~~therein~~therein unless paid by the replacement Lender), (vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Credit Agreement (Developers Diversified Realty Corp)

Replacement of Lenders under Certain Circumstances. ~~The Borrower~~ IBM shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~2.17 or 2.18 (other than with respect to Index Rate Competitive Loans), or (b) ~~cannot maintain~~ is affected in the manner described in Section 2.16 (other than with respect to Index Rate Competitive Loans) and as a result thereof any of the actions described in said Section is required to be taken or (c) defaults in its ~~LIBOR Rate~~ obligation to make Revolving Credit Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~or Swing Line Loans hereunder, with a replacement bank or other financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) ~~the Borrower~~ IBM shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior to the date of replacement, (iv) ~~the Borrower~~ IBM shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 2.19 if any ~~LIBOR Rate~~ Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating ~~thereto~~thereto or any Competitive Loan owing to such replaced Lender shall be paid other than on the relevant Competitive Loan Maturity Date, (v) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 11.8 (provided that ~~the Borrower~~ IBM shall be obligated to pay the registration and processing fee referred to therein), (vii) until such time as such replacement shall be consummated, ~~the Borrower~~ IBM shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 2.17 or 2.18, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights which ~~the Borrower~~IBM, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Credit Agreement (International Business Machines Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace with a replacement financial institution and/or terminate the Commitment of, and repay the Loans on a non-pro rata basis, of any Lender ~~which~~ that (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5~~5.12 or 5.13, or gives a notice of illegality pursuant to Section 5.15, (b) ~~cannot maintain its LIBOR Rate Loans at~~ becomes a ~~suitable Lending Installation pursuant to Section 3.3~~Defaulting Lender or (c) becomes a Non-Consenting Lender, provided that, with a respect to any such replacement ~~bank~~ financial institution or other ~~financial institution; provided that~~ institutional lender or investor (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) ~~no Default or (after notice thereof~~ if applicable, prior to ~~the Borrower) no Unmatured Default shall have occurred and be continuing at the time of~~ any such replacement, such Lender has not eliminated the continued need for payment of amounts owing pursuant to Section 5.12 or 5.13 or to eliminate any illegality described in a notice of illegality under Section 5.15, (iii) ~~the Borrower shall repay (or~~ if applicable, the replacement ~~bank~~ financial institution or ~~institution~~ other institutional lender or investor shall purchase, at ~~par)~~ par (plus accrued interest and any premium payable hereunder to the extent required by Section 5.4), all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) if applicable, the Borrower shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 5.14 (as though Section 5.14 were applicable) if any ~~LIBOR Rate~~ Eurocurrency Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (v) if applicable, the replacement ~~bank~~ financial institution or ~~institution~~other institutional lender or investor, if not already a Lender, ~~and the terms and conditions~~ an affiliate of ~~such replacement~~a Lender or an Approved Fund, shall be reasonably satisfactory to the Administrative Agent, (vi) if applicable, the replaced Lender shall be obligated to make such ~~replacement~~ replacement, without such Lender’s consent, in accordance with the provisions of Section ~~12.3~~ 12.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vii) ~~until such time as such replacement shall be consummated~~if applicable, the Borrower (or, if agreed to by the replacement lender or other institutional lender or investor, such replacement lender or other institutional lender or investor) shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 5.12 or 5.13, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated and any other payment obligations owed to such replaced Lender to the extent such replaced Lender has, in good faith, advised the Borrower (or, if agreed to by the replacement lender, such replacement lender) of the amount of the same in writing), and (viii) any such replacement shall not be deemed to be a waiver of any rights ~~which~~ that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender; provided that in the case of any Assignee in respect of Non- Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree.

Appears in 1 contract

Samples: Credit Agreement (Six Flags Entertainment Corp)

Replacement of Lenders under Certain Circumstances. ~~The Borrower~~ Packard shall be permitted to replace any Lender which (a) ~~is not capable of receiving payments without any deduction or withholding of United States federal income tax~~ requests reimbursement for amounts owing pursuant to Section ~~3.5,~~ 5.11 or 5.12 or (b) ~~cannot maintain~~ defaults in its ~~LIBOR Rate~~ obligation to make Loans ~~at a suitable Lending Installation pursuant to Section 3.3~~hereunder, with a replacement ~~bank or other~~ financial institution; provided that (i) such replacement does not conflict with any ~~applicable legal or regulatory requirements affecting the Lenders~~Requirement of Law, (ii) no ~~Default or (after notice thereof to the Borrower) no Unmatured~~ Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 5.14 so as to eliminate the ~~Borrower shall repay~~ continued need for payment of amounts owing pursuant to Section 5.11 or 5.12, (or iv) the replacement ~~bank or~~ financial institution shall purchase, at par) , all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (ivv) the ~~Borrower~~ relevant Borrowers shall be liable to such replaced Lender under ~~Sections 3.4 and 3.6~~ Section 5.13 if any ~~LIBOR Rate~~ Eurodollar Loan or Fronted Offshore Revolving Credit Loan owing to such replaced Lender shall be ~~prepaid (or purchased)~~ purchased other than on the last day of the Interest Period relating thereto, (vvi) the replacement ~~bank or~~ financial institution, if not already a Lender~~, and the terms and conditions of such replacement~~, shall be reasonably satisfactory to the Administrative Agent, (vivii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section ~~12.3~~ 13.6 (provided that ~~the Borrower~~ Packard shall be obligated to pay the registration and processing fee referred to therein), (~~vii~~viii) until such time as such replacement shall be consummated, the ~~Borrower~~ relevant Borrowers shall pay all additional amounts (if any) required pursuant to Section ~~3.5~~ 5.11 or 5.12, as the case may be, and (~~viii~~ix) in the case of clause (b) above, any such replacement shall not be deemed to be a waiver of any rights which ~~the~~ any Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

Appears in 1 contract

Samples: Credit Agreement (Packard Bioscience Co)

Common use of Replacement of Lenders under Certain Circumstances Clause in Contracts