Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (ZoomInfo Technologies Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency RateSOFR Loans or Alternative Currency TermEurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “"Replaceable Lender”"), then the Borrower may, on three Business Days’ ' prior written notice from the Borrower to the 178 Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such ~~Lender’s~~ Xxxxxx's Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s 's Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Instructure Holdings, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) ~~the~~ a Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or 3.04 as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency~~ any Term Benchmark Loans or Alternative Currency Daily Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clause (i) or clause (iii)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans (and, in the case of any Revolving Credit Lender, and ~~participations~~ participations) held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by ~~such~~ the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Hilton Grand Vacations Inc.)

Replacement of Lenders under Certain Circumstances. The -------------------------------------------------------- Borrower shall be permitted to replace any Lender which (a) ~~If at any time (i) the Borrower becomes obligated~~ requests reimbursement for amounts owing pursuant to ~~pay additional amounts~~ subsection 2.16 or ~~indemnity payments described in Section 3.01 or 3.05~~ 2.17 (other than with respect to ~~Other Taxes~~LIBOR Competitive Loans), (b) 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 ~~any condition~~ the actions described in ~~such Sections or any Lender ceases~~ said subsection is required to be taken, (c) defaults in its obligation to make ~~Eurocurrency Rate~~ Revolving Credit Loans as hereunder or (d) fails to consent to the extension of the Termination Date pursuant to subsection 2.21, with a ~~result~~ replacement bank or other financial institution; provided that (i) such replacement does not conflict with any -------- Requirement of ~~any condition described in Section 3.03 or 3.04~~Law, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be ~~continuing, terminate~~ continuing at the ~~Commitment~~ 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 subsection 2.18 if any LIBOR Loan or ~~L/C Issuer~~CD Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating 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, 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 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 subsection 2.16 or 2.17, as the case may be, and (1viii) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement ~~of, or termination of Commitments with respect~~ shall not be deemed to be a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver ~~or amendment of the Loan Documents, (ii) in the case~~ of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by rights which the Borrower, the ~~assignee~~ Administrative Agent or any other Lender shall ~~become a Lender hereunder and~~ have against the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning replaced Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Virginia Electric & Power Co

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the ~~Borrower becomes~~ Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the ~~Borrower~~ Borrowers may, on ~~three~~ ten Business Days’ prior written notice from the Borrower Representative to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (ix) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section ~~10.07(b~~10.05(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such Person or (iiy) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the ~~Borrower~~ Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the ~~Borrower~~ Borrowers owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other ~~replacement~~ Replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of ~~the Borrower~~ Borrowers having become obligated to pay amounts described in Section 3.01 or ~~3.05~~3.04, such replacement would eliminate or reduce payments pursuant to Section 3.01 or ~~3.05~~3.04, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ Representative (for return to the applicable Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued ~~interest,~~ interest and fees ~~and premiums~~ in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the ~~Borrower~~Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within ~~two~~ five Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the ~~Borrower~~ Borrowers shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Orion Engineered Carbons S.A.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (ix) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section ~~3.01~~ 3.01(a) or ~~3.05~~ (~~other than with respect to Other Taxes)~~ c), Section 3.02 or Section 3.04 as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency~~ Eurodollar Rate Loans as a result of any condition described in Section ~~3.03 or~~ 3.04, (iiy) any Lender becomes a Defaulting Lender (or would be a Defaulting Lender but for delivery by such Lender of the written notice described in clause (i) of the definition of “Defaulting Lender” unless such notices have been delivered by the Required Lenders) or (~~iii~~z) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower may, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender (in its capacity as a Lender under the applicable Facility, if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of the ~~case~~ applicable Class of Loans or Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting ~~Lender, all~~ Lender relates to a certain Class of ~~its rights and obligations under this Agreement with respect to the Facility~~ Loans or ~~Facilities for which its consent is required~~Commitments) to one or more Eligible Assignees; provided that (i) in the case of any Eligible Assignees 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 and (ii) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06Person.

Appears in 1 contract

Samples: Credit Agreement (Quintiles Transnational Holdings Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (ii)(x) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or ~~3.05 (other than with respect to Other Taxes)~~ 3.02 as a result of any condition described in such Sections and (y) such Lender has declined or ~~any Lender ceases~~ is unable to ~~make Eurocurrency Rate Loans as~~ designate a ~~result of any condition described~~ different lending office in accordance with Section ~~3.03 or 3.04~~3.02, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ five (5) Business Days’ prior written notice ~~from~~ (or such shorter time as the ~~Borrower~~ Administrative Agent may agree) to the Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section ~~10.07(b~~11.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement ~~(or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required)~~ to one or more Eligible ~~Assignees~~Assignees (provided that any assignment to any Eligible Assignee of less than all of the rights and obligations of such Lender (including, without limitation, its Commitments and Loans of each Class) must be made in the same proportion among Classes of Loans and Commitments as were held by such Lender prior to such assignment); provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person or (ii) so long as no Default or Event of Default shall have occurred~~ Person; and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided further that (iA) in the case of any such ~~replacement of~~assignment resulting from a claim for compensation under Section 3.02 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or ~~termination~~ payments and (B) in the case of ~~Commitments with respect to~~ any such assignment resulting from a Lender becoming a Non-Consenting ~~Lender such replacement or termination~~ Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of of, the applicable ~~modification~~departure, waiver or amendment of the Loan Documents. Notwithstanding anything herein to the contrary, ~~(ii) in the case of~~ a Lender shall not be required to make any such ~~replacement~~ assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower ~~having become obligated~~ to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with require such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall delegation cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06apply.

Appears in 1 contract

Samples: Credit Agreement (CBRE Acquisition Holdings, Inc.)

Replacement of Lenders under Certain Circumstances. ~~(a)~~ If at any time (ia) ~~the~~ Borrower becomes obligated to pay additional amounts ~~or indemnity payments~~ described in Section ~~3.01~~ 4.1(a) or ~~3.05 (other than with respect to Other Taxes)~~ Section 4.6 as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency Rate Loans as a result of~~ Eurodollar Borrowings pursuant to Section 4.2(b), in any such case where such condition ~~described in Section 3.03~~ or ~~3.04~~circumstance is not applicable to all Lenders, (iib) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian, or other Person having similar powers, or (c) any Lender becomes a Defaulting ~~Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then ~~the~~ Borrower may, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to ~~the~~ Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section ~~10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent~~14.13(b) all of its ~~rights~~ Rights and obligations under this Agreement ~~(or, in the case of~~ to a ~~Non-Consenting Lender, all of its rights~~ Lender or other Eligible Assignee selected by Borrower and ~~obligations under this Agreement with respect~~ reasonably acceptable to Administrative Agent for a purchase price equal to the ~~Facility or Facilities for which its consent is required) to one or more Eligible Assignees;~~ outstanding principal amount of such Lender’s Principal Debt and all accrued interest and fees and other amounts payable hereunder (including amounts payable under Section 4.5 as though such Lender was being paid instead of being purchased), provided that (i) neither ~~the~~ Administrative Agent nor any Lender shall have any obligation to ~~the~~ Borrower to find a replacement Lender or other such ~~Person or~~ entity, and (ii) ~~so long as~~ in no ~~Default~~ event shall the Lender hereby replaced be required to pay or ~~Event~~ surrender to such replacement Lender or other entity any of ~~Default shall have occurred and be continuing, terminate~~ the ~~Commitment of~~ fees received by such Lender ~~or L/C Issuer, as the case may be, and (1) in~~ hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender ~~(other than an L/C Issuer), repay all Obligations of the~~ to which Borrower ~~owing (and the amount of all accrued interest and fees in respect thereof)~~ becomes obligated to pay additional amounts to such Lender ~~relating~~ prior to such Lender being replaced, the payment of such additional amounts shall be a condition to the ~~Loans and participations held by~~ replacement of such Lender. Upon the satisfaction of all the foregoing conditions, such Lender as that is being replaced shall cease to be a “Lender” for purposes of ~~such termination date and (2) in the case of an L/C Issuer~~this Agreement, ~~repay all obligations of the~~ provided that Borrower ~~owing~~ shall continue to be obligated to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments Lender under Section 12.11 with respect to ~~a Non-Consenting Lender~~ any indemnified liabilities arising prior to such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the termination. Borrower’s right to ~~terminate the Revolving Credit Commitments of any~~ replace a Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section ~~3.08(a)~~3.15 is, ~~the~~ and shall be, in addition to, and not in lieu of, all other rights and remedies available to Borrower ~~shall pay to~~ against such Defaulting Lender ~~such amounts as may be required pursuant to Section 3.06~~under this Agreement or under applicable Law.

Appears in 1 contract

Samples: Credit Agreement (Protection One Alarm Monitoring Inc)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or Section 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans or Term SOFR Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clause (i) or clause (iii)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by ~~such~~ the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.105

Appears in 1 contract

Samples: Credit Agreement (Summit Materials, LLC)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the ~~Borrower becomes~~ Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Parent Borrower may, on ~~three Business Days’ prior~~ written notice from the Parent Borrower to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the ~~Borrower~~ Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the ~~Borrower~~ Borrowers owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the ~~Borrower~~ Borrowers having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) ~~shall~~ (i) ~~execute and deliver~~ need not be a party to an Assignment and Assumption ~~with respect~~ in order for such assignment to be effective and shall be deemed to have consented to an 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~~’s Commitment and outstanding Loans and participations in L/C Obligations~~ , provided that any such documents shall be without recourse to or warranty by the parties thereto and (ii) shall deliver any Notes evidencing such Loans to the ~~Borrower or the Administrative Agent~~ Borrowers (for return to the Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the ~~Borrower~~ Borrowers shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: First Lien Credit Agreement (Maravai Lifesciences Holdings, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or ~~3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections~~ 3.04 or any Lender ceases to make ~~Eurocurrency~~ Eurodollar Rate Loans or Bankers’ Acceptance Loans as a result of any condition described in Section ~~3.03~~ 3.02 or ~~3.04~~3.03, (ii) any Lender becomes a Defaulting ~~Lender~~ Lender, or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section ~~3.08~~3.07) (collectively, a “Replaceable Lender”), then the Borrower ~~may~~may (at its sole expense), on ~~three Business Days’~~ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower ~~in such instance~~ unless waived by the Administrative ~~Agent~~Agent in such instance) 100% of its relevant Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest together with all of its rights and obligations under this Agreement ~~(or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required)~~ to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no Default ~~or Event of Default~~ shall have occurred and be continuing, terminate the applicable Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an each L/C Issuer), repay all ~~Obligations~~ applicable obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms reasonably satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (iA) in the case of any such ~~replacement of~~assignment resulting for a claim for compensation under Section 3.01 or payments to be required under Section 3.04, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such termination of Commitments with respect to a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (DHX Media Ltd.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the ~~Borrower becomes~~ Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other ~~Taxes~~Taxes)to (or for the account of) any Lender as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non---Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the ~~Borrower~~ Borrowers may, on ~~three~~ ten Business Days’ prior written notice from the Borrower Representative to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non---Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the ~~Borrower~~ Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the ~~Borrower~~ Borrowers owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non---Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other ~~replacement~~ Replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of ~~the Borrower~~ Borrowers having become obligated to pay amounts described in Section 3.01 or, 3.03, 3.04 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or01, 3.03, 3.04 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such ~~Lender~~Xxxxxx’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans and (ii) deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ Representative (for return to the applicable Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C ~~Obligations~~Obligations and Swing Line Loans, (B) all Obligations relating to the Loans and participations (and the amount of all accrued ~~interest,~~ interest and fees ~~and premiums~~ in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the ~~Borrower~~Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within ~~two~~ five Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the ~~Borrower~~ Borrowers shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Axalta Coating Systems Ltd.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the ~~Borrower becomes~~ Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such ~~Sections~~ Sections, and such Lender entitled to such payment has declined or is unable to designate a different lending office in accordance with Section 3.07(b), or any Lender ceases to make ~~Eurocurrency Rate~~ SOFR Loans as a result of any condition described in Section 3.03 or ~~3.04,~~ 3.04(b) or (ii) any Lender becomes a Defaulting Lender ~~or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08)~~ (collectively, a “Replaceable Lender”), then the ~~Borrower~~ Borrowers may, on three Business Days’ prior written notice ~~from the Borrower to the Administrative Agent and such Lender~~ (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)) from the Borrowers to the Administrative Agent and such Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such instance unless waived by the Administrative Agent) all of its rights (other than its existing rights to payments pursuant to Section 3.01 or 3.05) and obligations under this Agreement ~~(or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required)~~ to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment and prepay the Loans of such Lender ~~or L/C Issuer, as the case may be,~~ and ~~(1) in the case of a Lender (other than an L/C Issuer),~~ repay all Obligations of the ~~Borrower~~ Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination ~~date and (2) in the case of an L/C Issuer~~date; provided, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided further, that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the ~~Borrower~~ Borrowers having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such ~~Lender~~Xxxxxx’s Commitment and outstanding Loans and ~~participations in L/C Obligations and~~ (ii) subject to clause (C) below, deliver any Notes evidencing such Loans to the ~~Borrower or the Administrative Agent~~ Borrowers (for return to the ~~Borrower)~~Borrowers) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding ~~Loans and participations in L/C Obligations~~Loans, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment ~~and,~~ (x) if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the ~~Borrower~~Borrowers, (y) the assignee Lender shall become a Lender hereunder and (z) the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the ~~Borrower~~ Borrowers shall pay to such Lender all reasonable costs and expenses incurred by any Lender in connection with any such ~~amounts as may~~ replacement. A Lender shall not be required ~~pursuant~~ to ~~Section 3.06~~be replaced if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such replacement cease to apply.

Appears in 1 contract

Samples: Credit Agreement (Oatly Group AB)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) ~~the~~ a Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency~~ SOFR Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the ~~Borrower~~ Borrowers may, on three (3) Business Days’ prior written notice from the ~~Borrower~~ Borrowers to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to ~~the~~ Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender, the Swingline Lender or L/C ~~Issuer~~Issuer or prepay the Loans, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of ~~the~~ such Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of ~~the~~ such Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other ~~replacement~~ Replaceable Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the ~~Borrower~~ Borrowers having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in Swingline Loans and L/C Obligations and (ii) deliver any Notes evidencing such Loans to the ~~Borrower or the Administrative Agent~~ Borrowers (for return to the ~~Borrower)~~Borrowers) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in Swingline Loans and L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the relevant Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the relevant Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.. 152

Appears in 1 contract

Samples: Abl Credit Agreement (V2X, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the ~~Borrower becomes~~ Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the ~~Borrower~~ Borrowers may, on ~~three~~ ten Business Days’ prior written notice from the Borrower Representative to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (ix) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section ~~10.07(b~~10.05(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such Person or (iiy) so long as no ~~Default or~~ Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the ~~Borrower~~ Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the ~~Borrower~~ Borrowers owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other ~~replacement~~ Replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of ~~the Borrower~~ Borrowers having become obligated to pay amounts described in Section 3.01 or ~~3.05~~3.04, such replacement would eliminate or reduce payments pursuant to Section 3.01 or ~~3.05~~3.04, as applicable, 110 in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ Representative (for return to the applicable Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and ~~premiums~~ premium, if due, in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the ~~Borrower~~Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within ~~two~~ five Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the ~~Borrower~~ Borrowers shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Kleopatra Holdings 2 S.C.A.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (ix) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or ~~3.05 (other than with respect to Other Taxes)~~ Section 3.04 as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency Rate~~ RFR Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (iiy) any Lender becomes a Defaulting Lender or (~~iii~~z) any Lender becomes a ~~Non-~~Non Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower may, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender (in its capacity as a Lender under the applicable Facility, if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of the ~~case~~ applicable Class of Loans or Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting ~~Lender, all~~ Lender relates to a certain Class of ~~its rights and obligations under this Agreement with respect to the Facility~~ Loans or ~~Facilities for which its consent is required~~Commitments) to one or more Eligible Assignees; provided that (A) in the case of any Eligible Assignees 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 and (B) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06Person.

Appears in 1 contract

Samples: Credit Agreement (Sensata Technologies Holding PLC)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or ~~3.05 (other than with respect to Other Taxes)~~ 3.04 as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency Rate~~ any Term SOFR Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ five (5) Business Days’ prior written notice ~~from~~ (or such shorter time as the ~~Borrower~~ Administrative Agent may agree) to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender (in respect of any applicable Facility only in the case of clause (i) or ~~L/C Issuer~~clause (iii)), as the case may be, and ~~(1)~~ in the case of a ~~Lender (other than an L/C Issuer)~~Lender, repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by itdate; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.124

Appears in 1 contract

Samples: Term Loan Credit Agreement (NGL Energy Partners LP)

Replacement of Lenders under Certain Circumstances. NSP shall be permitted to (a) ~~If at~~ replace any ~~time~~ U.S. Lender which (i) ~~the Borrower becomes obligated~~ defaults in its obligation to ~~pay additional amounts~~ make Loans hereunder or ~~indemnity payments described~~ (ii) in ~~Section 3.01~~ connection with any proposed amendment, modification, supplement or ~~3.05 (other than~~ waiver with respect to ~~Other Taxes~~any of the provisions of the Loan Documents as contemplated in Section 10.1 where such amendment, modification, supplement or waiver has been approved by the U.S. Required Lenders (and, if applicable, the U.S. Required Prepayment Lenders and/or the Requisite Lenders) ~~as a result of~~ in accordance with such Section, fails to consent to any ~~condition described in~~ such ~~Sections~~ proposed amendment, modification, supplement or waiver and (b) replace or remove any Lender ~~ceases~~ which requests reimbursement for amounts owing pursuant to ~~make Eurocurrency Rate Loans~~ Section 2.16 or 2.17 and, if NSP elects to remove such Lender, terminate such Lender's U.S. Revolving Commitment hereunder; PROVIDED that (A)(i) such replacement or removal, as ~~a result~~ the case may be, does not conflict with any Requirement of ~~any condition described in Section 3.03 or 3.04~~Law, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be ~~continuing, terminate~~ continuing at the ~~Commitment~~ time 44 of such ~~Lender~~ replacement or ~~L/C Issuer~~removal, as the case may be, ~~and~~ (1iii) ~~in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof)~~ prior to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement ~~of,~~ or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portionremoval, as the case may be, pursuant to clause (b) above such U.S. 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 2.16 or 2.17, (iv) NSP shall be liable to such replaced or removed U.S. Lender under Section 2.18 if any Eurodollar Loan owing to such replaced or removed Lender shall be purchased other than on the last day of the ~~assigning~~ Interest Period relating thereto and (v) any such replacement or removal, as the case may be, shall not be deemed a waiver of any rights which NSP, the Administrative Agent or any other U.S. Lender shall have against the replaced or removed Lender~~’s Commitment and outstanding Loans and participations in L/C Obligations~~, (B) in the case of replacement of a U.S. Lender under this Section 2.20, (i) the replacement financial institution shall purchase, at par, all ~~Obligations relating~~ Loans including all accrued, but unpaid interest and fees and other amounts owing to such replaced Lender on or prior to the ~~Loans and participations~~ date of replacement, (~~and~~ ii) the ~~amount of all accrued interest~~replacement financial institution, ~~fees and premiums in respect thereof) so assigned~~ if not already a U.S. Lender, shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver reasonably satisfactory to the Administrative Agent ~~a duly executed Assignment~~ and ~~Assumption reflecting such replacement within two Business Days of~~ the ~~date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable~~ Issuing Lender, ~~then such Replaceable~~ (iii) the replaced Lender shall be ~~deemed~~ obligated to ~~have executed and delivered~~ make such ~~Assignment and Assumption without any action on the part of the Replaceable Lender. In connection~~ replacement in accordance with the provisions of Section 10.6 and (iv) until such time as such replacement ~~of any Lender pursuant to this Section 3.08(a)~~shall be consummated, ~~the Borrower~~ NSP shall pay ~~to such Lender such~~ all additional amounts ~~as may be~~ (if any) required pursuant to Section ~~3.06~~2.16 or 2.17; (C) if NSP elects to remove a U.S. Lender under clause (b) of this Section 2.20 and if such Lender has any Loans outstanding at such time, the consent of the Administrative Agent and the U.S. Required Lenders shall be required to terminate such Lender's Revolving Credit Commitment and (D) in the case of replacement of a non-consenting Lender under clause (a)(ii) of this Section 2.20, NSP shall replace such Lender within 60 days of such Lender's failure to consent to the proposed action.

Appears in 1 contract

Samples: Credit Agreement (Norcross Capital Corp)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency Rate~~ SOFR Loans as a result of any condition described in Section ~~3.03 or 3.04~~3.03, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement ~~with respect to the Facility or Facilities~~ for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be continuing, terminate the Commitment of such ~~Lender or L/C Issuer, as the case may be~~Lender, and (1) in the case of a ~~Lender (other than an L/C Issuer)~~Lender, repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by itReserved; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall ~~(i)~~ execute and deliver an Assignment and Assumption with respect to such ~~Lender~~Xxxxxx’s Commitment and outstanding ~~Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower)~~Loans. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding ~~Loans and participations in L/C Obligations~~Loans, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and~~, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower~~, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender~~. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06~~.

Appears in 1 contract

Samples: Credit Agreement (Irobot Corp)

Replacement of Lenders under Certain Circumstances. ~~(a)~~ If at any time (ia) the Borrower or the Permitted Borrower, as the case may be, becomes obligated to pay additional amounts ~~or indemnity payments~~ described in ~~Section 3.01~~ subsection 2.16 or ~~3.05 (other than with respect to Other Taxes)~~ 2.17 as a result of any condition described in such ~~Sections~~ subsections or any Lender ceases to make ~~Eurocurrency Rate~~ Eurodollar Loans ~~as a result of any condition described in Section 3.03 or 3.04~~pursuant to subsection 2.16, (iib) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers, (c) any Lender becomes a ~~Defaulting Lender or (iii) any Lender becomes a~~ “Non-Consenting ~~Lender~~ Lender” (as defined below in this ~~Section 3.08~~subsection 2.20) or (~~collectively,~~ d) any Lender becomes a “~~Replaceable~~ Non-Funding Lender”), then the Borrower may, on ~~three~~ ten Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to ~~Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent~~subsection 10.6(b) all of its rights and obligations under this Agreement to a Lender or other entity selected by the Borrower and reasonably acceptable to the Administrative Agent (~~or,~~ and in the case of ~~a Non-Consenting Lender~~Revolving Credit Commitments or Revolving Loans, ~~all of its rights and obligations under this Agreement with respect~~ reasonably acceptable to the ~~Facility or Facilities~~ Issuing Lender and the Swingline Lender) for ~~which its consent is required)~~ a purchase price equal to ~~one or more Eligible Assignees;~~ the outstanding principal amount of such Lender’s Loans and all accrued interest and fees and other amounts payable hereunder (including amounts payable under subsection 2.18 as though such Loans were being paid instead of being purchased), provided that (i) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower or the Permitted Borrower, as the case may be, to find a replacement Lender or other such ~~Person or~~ entity, (ii) ~~so long~~ in the event of a replacement of a Non-Consenting Lender or a Lender to which the Borrower or the Permitted Borrower, as the case may be, becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 2.20, in order for the Borrower to be entitled to replace such a Lender, such replacement must take place no ~~Default or Event of Default~~ later than 180 days after (A) the date the Non-Consenting Lender shall have ~~occurred~~ notified the Borrower and ~~be continuing~~the Administrative Agent of its failure to agree to any requested consent, ~~terminate~~ waiver or amendment or (B) the ~~Commitment~~ Lender shall have demanded payment of ~~such Lender or L/C Issuer~~additional amounts under one of the subsections described in clause (a) of this subsection 2.20, as the case may be, and (1iii) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender ~~(other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to which the Borrower or the ~~Administrative Agent (for return to the~~ Permitted Borrower~~). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion~~, as the case may be, ~~of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating~~ becomes obligated to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pay additional amounts pursuant to clause (a) of this ~~Section 3.08(a)~~subsection 2.20, the Borrower shall pay such additional amounts to such Lender prior to such Lender being replaced and the payment of such additional amounts ~~as may~~ shall be ~~required~~ a condition to the replacement of such Lender. In the event that (x) the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (y) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of subsection 10.1 or all the Lenders with respect to a certain class of the Loans and (z) Required Lenders or more than 50% of the class of such 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”. The Borrower’s right to replace a Non- Funding Lender pursuant to ~~Section 3.06~~this subsection 2.20 is, and shall be, in addition to, and not in lieu of, all other rights and remedies available to the Borrower against such Non-Funding Lender under this Agreement, at law, in equity, or by statute.

Appears in 1 contract

Samples: Credit Agreement (Lin Television Corp)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) ~~If at~~ that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any ~~time~~ of the events described in clauses (b) or (c) of such Section occur, (c) that is a Defaulting Lender or a Downgraded Lender, or (d) that does not consent to 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) ~~the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than~~ such replacement does not conflict with ~~respect to Other Taxes) as a result~~ any Requirement of ~~any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04~~Law, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be ~~continuing, terminate~~ continuing at the ~~Commitment~~ 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 and other amounts owing to such replaced Lender on or ~~L/C Issuer~~prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any outstanding 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, 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 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 Sections 2.13 or 2.14, as the case may be, and (1viii) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement ~~of, or termination of Commitments with respect~~ shall not be deemed to be a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver ~~or amendment of the Loan Documents, (ii) in the case~~ of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by rights which the Borrower, the ~~assignee~~ Administrative Agent or any other Lender shall ~~become a Lender hereunder and~~ have against the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06replaced Xxxxxx.

Appears in 1 contract

Samples: Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in ~~Section~~ Sections 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency Rate~~ SOFR Loans as a result of any condition described in ~~Section~~ Sections 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on ~~three Business Days’~~ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to ~~the~~ Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or ~~L/C Issuer~~prepay the Loans, as the case may be, and ~~(1) in the case of a Lender (other than an L/C Issuer),~~ repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by itdate; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other ~~replacement~~ Replaceable Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in ~~Section~~ Sections 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to ~~Section~~ Sections 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and ~~participations in L/C Obligations and~~ (ii) deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ (for return to the Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding ~~Loans and participations in L/C Obligations~~Loans, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: First Lien Credit Agreement (V2X, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or ~~3.05 (other than with respect to Other Taxes)~~ 3.04 as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency Rate~~ Term SOFR Loans as a result of any condition described in Section ~~3.03~~ 3.02 or ~~3.04~~3.03, (ii) any Lender becomes a Defaulting ~~Lender or~~ Lender, (iii) any Lender becomes a “Non-Consenting ~~Lender~~ Lender” (as defined below in this Section ~~3.08~~3.07) or (~~collectively, a “Replaceable Lender”)~~iv) any Lender is an Ineligible Assignee, then the Borrower may, at its sole expense and effort, on ~~three~~ five (5) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such Lender (~~for~~ or such lesser time as may be agreed by the ~~avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent~~Administrative Agent), ~~either (i)~~ replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement ~~(or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required)~~ to one or more Eligible Assignees; provided that (A) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person or~~ Person, (iiB) ~~so long as no Default or Event of Default~~ such replaced Lender shall have ~~occurred and be continuing~~received payment of an amount equal to the outstanding principal of its Term Loans (or, ~~terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1)~~ in the case of ~~a Lender~~ the preceding clause (~~other than an L/C Issuer~~iv), ~~repay all Obligations~~ the lesser of (x) the ~~Borrower owing~~ purchase price paid by such Ineligible Assignee for its Term Loans and (~~and~~ y) the ~~amount of all~~ outstanding principal thereof), accrued interest thereon, accrued fees and ~~fees in respect thereof~~all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Sections 2.03 (if applicable) ~~to such Lender relating to the Loans~~ and ~~participations held by such Lender as of such termination date and (2~~3.05) in accordance with the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumptionassignment, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) ~~upon~~ such ~~payment and, if so requested by~~ assignment does not conflict with applicable Law and (D) in the ~~assignee~~ case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the ~~assigning Lender~~ applicable assignee shall ~~deliver~~ have consented to the ~~assignee Lender the~~ applicable ~~Note~~ amendment, waiver or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lenderconsent. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.105

Appears in 1 contract

Samples: First Lien Credit Agreement (GMS Inc.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) ~~If at~~ that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any ~~time~~ of the events described in clauses (b) or (c) of such Section occur, (c) that is a Defaulting Lender or a Downgraded Lender, or (d) that does not consent to 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) ~~the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than~~ such replacement does not conflict with ~~respect to Other Taxes) as a result~~ any Requirement of ~~any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04~~Law, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be ~~continuing, terminate~~ continuing at the ~~Commitment~~ 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 and other amounts owing to such replaced Lender on or ~~L/C Issuer~~prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any 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, 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 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 Sections 2.13 or 2.14, as the case may be, and (1viii) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement ~~of, or termination of Commitments with respect~~ shall not be deemed to be a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver ~~or amendment of the Loan Documents, (ii) in the case~~ of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by rights which the Borrower, the ~~assignee~~ Administrative Agent or any other Lender shall ~~become a Lender hereunder and~~ have against the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning replaced Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Edison International)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on ~~three~~ 10 Business Days’ prior written notice from the Borrower to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (ix) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (iiy) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or such L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to to, a Non-Consenting ~~Lender~~ Lender, such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of ~~the~~ Borrower having become obligated to pay amounts described in Section 3.01 or ~~3.05~~3.04, such replacement would eliminate or reduce payments pursuant to Section 3.01 or ~~3.05~~3.04, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swingline Loans and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative ~~Agent (for return to the Borrower)~~Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C ~~Obligations~~Obligations and Swingline Loans, (B) all Obligations relating to the Loans and participations (and the amount of all accrued ~~interest,~~ interest and fees ~~and premiums~~ in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within ~~two~~ five Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Medpace Holdings, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in ~~Section~~ Sections 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency Rate~~ SOFR Loans as a result of any condition described in ~~Section~~ Sections 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on ~~three Business Days’~~ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to ~~the~~ Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a ~~Non-~~Non- Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender, the Swingline Lender or L/C ~~Issuer~~Issuer or prepay the Loans, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by itit repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other ~~replacement~~ Replaceable Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in ~~Section~~ Sections 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to ~~Section~~ Sections 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such ~~Lender~~Xxxxxx’s Commitment and outstanding Loans and participations in Swingline Loans and L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ (for return to the Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in Swingline Loans and L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.assignee

Appears in 1 contract

Samples: Credit Agreement (V2X, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in ~~Section~~ Sections 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency~~ Eurodollar Rate Loans as a result of any condition described in ~~Section~~ Sections 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on ~~three Business Days’~~ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to ~~the~~ Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or ~~L/C Issuer~~prepay the Loans, as the case may be, and ~~(1) in the case of a Lender (other than an L/C Issuer),~~ repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by itdate; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other ~~replacement~~ Replaceable Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in ~~Section~~ Sections 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to ~~Section~~ Sections 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and ~~participations in L/C Obligations and~~ (ii) deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ (for return to the Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding ~~Loans and participations in L/C Obligations~~Loans, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Second Lien Credit Agreement (V2X, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or 3.04 as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency~~ any Benchmark Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ tenthree (103 ) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clause (i) or clause (iii)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by ~~such~~ the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Hilton Worldwide Holdings Inc.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) ~~If at~~ that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any ~~time~~ of the events described in clauses (b) or (c) of such Section occur, (c) that is a Defaulting Lender or a Downgraded Lender, or (d) that does not consent to 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) ~~the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than~~ such replacement does not conflict with ~~respect to Other Taxes) as a result~~ any Requirement of ~~any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04~~Law, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be ~~continuing, terminate~~ continuing at the ~~Commitment~~ 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 and other amounts owing to such replaced Lender on or ~~L/C Issuer~~prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any 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, 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 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 Sections 2.13 or 2.14, as the case may be, and (1viii) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement ofshall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or ~~termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including~~ any other ~~replacement~~ Lender shall have against the replaced Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the . The Borrower shall have the right to terminate in full the ~~Revolving Credit Commitments~~ 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 ~~Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to~~ such termination, such Removed Lender’s Commitment shall terminate and ~~outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to~~ the Borrower ~~or the Administrative Agent (for return to the Borrower). Pursuant~~ shall pay all amounts owed to such ~~Assignment and Assumption, (A) the assignee~~ Removed Lender ~~shall acquire all or a portion, as the case may be,~~ hereunder. Upon termination of ~~the assigning~~ such Removed Lender’s Commitment ~~and outstanding Loans and participations~~ in ~~L/C Obligations~~accordance with this Section 2.17, ~~(B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to~~ such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Removed Lender shall cease to ~~constitute~~ be a ~~Lender hereunder~~ party hereto, and upon such termination of such Removed Lender’s Commitment in accordance with ~~respect to~~ this 2.17, the Total Commitments shall be reduced by the amount of such ~~assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning~~ Removed Lender’s Commitment. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days The termination of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part Commitment of ~~the Replaceable Lender. In connection with the replacement of any~~ a Removed Lender pursuant to this Section ~~3.08(a)~~2.17 shall not be deemed to be a waiver of any right that (x) the Borrower, the ~~Borrower shall pay to~~ Administrative Agent or any other Lender may have against such Removed Lender or (y) such ~~amounts as~~ Removed Lender may ~~be required pursuant to Section 3.06~~have against the Borrower.

Appears in 1 contract

Samples: Day Revolving Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or Section 3.04 as a result of any 109 condition described in such Sections or any Lender ceases to make ~~Eurocurrency~~ any Term SOFR Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clause (i) or clause (iii)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by ~~such~~ the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Summit Materials, LLC)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or Section 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans or Term SOFR Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the ~~Borrower may~~Borrower, may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ five Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or (ii) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii) above) to one or more Eligible ~~Assignees~~Assignees (or with respect to any assignment to any Affiliated Lender, pursuant to Section 10.07(l)); provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clauses (i) through (iii)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by the L/C Issuer as well as all Letters of Credit issued by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or (ii) or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (NRG Energy, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or Section 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans or Term SOFR Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clause (i) or clause (iii)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by ~~such~~ the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.109

Appears in 1 contract

Samples: Credit Agreement (Summit Materials, LLC)

Replacement of Lenders under Certain Circumstances. The Parent Borrower or the Canadian Borrower, as appropriate, shall be permitted to (a) ~~If at~~ replace any ~~time~~ Lender which (i) ~~the Borrower becomes obligated~~ defaults in its obligation to ~~pay additional amounts~~ make Loans hereunder or ~~indemnity payments described~~ (ii) in ~~Section 3.01~~ connection with any proposed amendment, modification, supplement or ~~3.05 (other than~~ waiver with respect to ~~Other Taxes~~any of the provisions of the Loan Documents as contemplated in Section 10.1 where such amendment, modification, supplement or waiver has been approved by (x) ~~as a result of~~ the U.S. Required Lenders (and, if applicable, the U.S. Required Prepayment Lenders and/or the Requisite Lenders), or (y) the Canadian Required Lenders (and, if applicable, the Canadian Required Prepayment Lenders and/or the Requisite Lenders), if applicable, in accordance with such Section, fails to consent to any ~~condition described in~~ such ~~Sections~~ proposed amendment, modification, supplement or waiver and (b) replace or remove any Lender ~~ceases~~ which requests reimbursement for amounts owing pursuant to ~~make Eurocurrency Rate Loans~~ Section 2.16 or 2.17 and, if the Parent Borrower or the Canadian Borrower, if appropriate, elects to remove such Lender, terminate such Lender’s U.S. Revolving Commitment or Canadian Commitment hereunder; provided that (A)(i) such replacement or removal, as ~~a result~~ the case may be, does not conflict with any Requirement of ~~any condition described in Section 3.03 or 3.04~~Law, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be ~~continuing, terminate~~ continuing at the ~~Commitment~~ time of such ~~Lender~~ replacement or ~~L/C Issuer~~removal, as the case may be, ~~and~~ (1iii) ~~in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof)~~ prior to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement ~~of,~~ or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portionremoval, as the case may be, pursuant to clause (b) above 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 2.16 or 2.17, (iv) the Parent Borrower shall be liable to such replaced or removed U.S. Lender under Section 2.18 if any Eurodollar Loan owing to such replaced or removed Lender shall be purchased other than on the last day of the ~~assigning~~ Interest Period relating thereto and (v) any such replacement or removal, as the case may be, shall not be deemed a waiver of any rights which the Parent Borrower or the Canadian Borrower, if appropriate, the Administrative Agent or the Canadian Agent, as appropriate, or any other Lender shall have against the replaced or removed Lender~~’s Commitment and outstanding Loans and participations in L/C Obligations~~, (B) in the case of replacement of a Lender under this Section 2.20, (i) the replacement financial institution shall purchase, at par, all ~~Obligations relating~~ Loans including all accrued, but unpaid interest and fees and other amounts owing to such replaced Lender on or prior to the ~~Loans and participations~~ date of replacement, (~~and~~ ii) the ~~amount of all accrued interest~~replacement financial institution, ~~fees and premiums in respect thereof) so assigned~~ if not already a Lender, shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver reasonably satisfactory to the Administrative Agent ~~a duly executed Assignment~~ or the Canadian Agent, as appropriate, and ~~Assumption reflecting such replacement within two Business Days of~~ the ~~date on which~~ U.S. Issuing Lender and the ~~assignee Lender executes and delivers such Assignment and Assumption to such Replaceable~~ Canadian Issuing Lender, ~~then such Replaceable~~ as appropriate, (iii) the replaced Lender shall be ~~deemed~~ obligated to ~~have executed and delivered~~ make such ~~Assignment and Assumption without any action on the part of the Replaceable Lender. In connection~~ replacement in accordance with the provisions of Section 10.6 and (iv) until such time as such replacement ~~of any Lender pursuant to this Section 3.08(a)~~shall be consummated, the Parent Borrower or the Canadian Borrower, if appropriate, shall pay ~~to such Lender such~~ all additional amounts ~~as may be~~ (if any) required pursuant to Section ~~3.06~~2.16 or 2.17, (C) if the Parent Borrower or the Canadian Borrower, if appropriate, elects to remove a Lender under clause (b) of this Section 2.20 and if such Lender has any Loans outstanding at such time, the consent of the Administrative Agent or the Canadian Agent, as appropriate, and the U.S. Required Lenders or the Canadian Required Lenders, as appropriate, shall be required to terminate such Lender’s U.S. Revolving Commitment or Canadian Commitment, as appropriate, and (D) in the case of replacement of a non-consenting Lender under clause (a)(ii) of this Section 2.20, the Parent Borrower or the Canadian Borrower, if appropriate, shall replace such Lender within 60 days of such Lender’s failure to consent to the proposed action.

Appears in 1 contract

Samples: Credit Agreement (Norcross Safety Products LLC)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) ~~If at~~ that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any ~~time~~ 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 (d) that does not consent to 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) ~~the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than~~ such replacement does not conflict with ~~respect to Other Taxes) as a result~~ any Requirement of ~~any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04~~Law, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be ~~continuing, terminate~~ continuing at the ~~Commitment~~ 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, participations in LC Disbursements and other amounts owing to such replaced Lender on or ~~L/C Issuer~~prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any 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, 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 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 Sections 2.13 or 2.14, as the case may be, and (1viii) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement ofshall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or ~~termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including~~ any other ~~replacement~~ Lender shall have against the replaced Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the . 509265-1292-1635217123-Active.25783117.740387902.9 The Borrower shall have the right to terminate in full the ~~Revolving Credit Commitments~~ 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 ~~Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to~~ such termination, such Removed Lender’s Commitment shall terminate and ~~outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to~~ the Borrower ~~or the Administrative Agent (for return to the Borrower). Pursuant~~ shall pay all amounts owed to such ~~Assignment and Assumption, (A) the assignee~~ Removed Lender ~~shall acquire all or a portion, as the case may be,~~ hereunder. Upon termination of ~~the assigning~~ such Removed Lender’s Commitment ~~and outstanding Loans and participations~~ in ~~L/C Obligations~~accordance with this Section 2.17, ~~(B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to~~ such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Removed Lender shall cease to ~~constitute~~ be a ~~Lender hereunder~~ party hereto, and upon such termination of such Removed Lender’s Commitment in accordance with ~~respect to~~ this 2.17, the Total Commitments shall be reduced by the amount of such ~~assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning~~ Removed Lender’s Commitment. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days The termination of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part Commitment of ~~the Replaceable Lender. In connection with the replacement of any~~ a Removed Lender pursuant to this Section ~~3.08(a)~~2.17 shall not be deemed to be a waiver of any right that (x) the Borrower, the ~~Borrower shall pay to~~ Administrative Agent or any other Lender may have against such Removed Lender or (y) such ~~amounts as~~ Removed Lender may have against the Borrower. For the avoidance of doubt, participating interests in Letters of Credit will be ~~required~~ 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 ~~3.06~~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 1 contract

Samples: Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender, (iii) any Lender elects not to be an Extending Term Lender or an Extending Revolving Credit Lender or (~~iii~~iv) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible ~~Assignees~~Assignees (or with respect to any assignment to any Affiliated Lender, pursuant to Section 10.07(l)); provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clause (i) or clause (iv)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by ~~such~~ the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iv). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.127

Appears in 1 contract

Samples: Credit Agreement (Travelport Worldwide LTD)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) ~~If at~~ that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any ~~time~~ 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 (d) that does not consent to 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) ~~the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than~~ such replacement does not conflict with ~~respect to Other Taxes) as a result~~ any Requirement of ~~any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04~~Law, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be ~~continuing, terminate~~ continuing at the ~~Commitment~~ 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 and other amounts owing to such replaced Lender on or ~~L/C Issuer~~prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any 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, 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 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 Sections 2.13 or 2.14, as the case may be, and (1viii) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement ofshall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or ~~termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including~~ any other ~~replacement~~ Lender shall have against the replaced Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the . The Borrower shall have the right to terminate in full the ~~Revolving Credit Commitments~~ 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 ~~Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to~~ such termination, such Removed Lender’s Commitment shall terminate and ~~outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to~~ the Borrower ~~or the Administrative Agent (for return to the Borrower). Pursuant~~ shall pay all amounts owed to such ~~Assignment and Assumption, (A) the assignee~~ Removed Lender ~~shall acquire all or a portion, as the case may be,~~ hereunder. Upon termination of ~~the assigning~~ such Removed Lender’s Commitment ~~and outstanding Loans and participations~~ in ~~L/C Obligations~~accordance with this Section 2.17, ~~(B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to~~ such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Removed Lender shall cease to ~~constitute~~ be a ~~Lender hereunder~~ party hereto, and upon such termination of such Removed Lender’s Commitment in accordance with ~~respect to~~ this 2.17, the Total Commitments shall be reduced by the amount of such ~~assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning~~ Removed Lender’s Commitment. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days The termination of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part Commitment of ~~the Replaceable Lender. In connection with the replacement of any~~ a Removed Lender pursuant to this Section ~~3.08(a)~~2.17 shall not be deemed to be a waiver of any right that (x) the Borrower, the ~~Borrower shall pay to~~ Administrative Agent or any other Lender may have against such Removed Lender or (y) such ~~amounts as~~ Removed Lender may ~~be required pursuant to Section 3.06~~have against the Borrower.

Appears in 1 contract

Samples: Day Revolving Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the ~~Borrower becomes~~ Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency~~ EurocurrencyTerm SOFR Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a ~~Non-~~Non- Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Parent Borrower may, on ~~three Business Days’ prior~~ written notice from the Parent Borrower to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the ~~Borrower~~ Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.Borrowers

Appears in 1 contract

Samples: Credit Agreement (Maravai Lifesciences Holdings, Inc.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) ~~If at~~ that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any ~~time~~ 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 (d) that does not consent to 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) ~~the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than~~ such replacement does not conflict with ~~respect to Other Taxes) as a result~~ any Requirement of ~~any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04~~Law, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be ~~continuing, terminate~~ continuing at the ~~Commitment~~ 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, participations in LC Disbursements and other amounts owing to such replaced Lender on or ~~L/C Issuer~~prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any outstanding Term 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, 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 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 Sections 2.13 or 2.14, as the case may be, and (1viii) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement ofshall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or ~~termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including~~ any other ~~replacement~~ Lender shall have against the replaced Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the . The Borrower shall have the right to terminate in full the ~~Revolving Credit Commitments~~ Commitment of each Lender requesting reimbursement pursuant to Section 2.13 or 2.14 by giving notice to the Administrative Agent and such Xxxxxx (a “Removed Lender”). On the date of any ~~Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to~~ such termination, such Removed Lender’s Commitment shall terminate and ~~outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to~~ the Borrower ~~or the Administrative Agent (for return to the Borrower). Pursuant~~ shall pay all amounts owed to such ~~Assignment and Assumption, (A) the assignee~~ Removed Lender ~~shall acquire all or a portion, as the case may be,~~ hereunder. Upon termination of ~~the assigning Lender~~such Removed Xxxxxx’s Commitment ~~and outstanding Loans and participations~~ in ~~L/C Obligations~~accordance with this Section 2.17, ~~(B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to~~ such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Removed Lender shall cease to ~~constitute~~ be a ~~Lender hereunder~~ party hereto, and upon such termination of such Removed Lender’s Commitment in accordance with ~~respect to~~ this Section 2.17, the Total Commitments shall be reduced by the amount of such ~~assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning~~ Removed Lender’s Commitment. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days The termination of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part Commitment of ~~the Replaceable Lender. In connection with the replacement of any~~ a Removed Lender pursuant to this Section ~~3.08(a)~~2.17 shall not be deemed to be a waiver of any right that (x) the Borrower, the ~~Borrower shall pay to~~ Administrative Agent or any other Lender may have against such Removed Lender or (y) such ~~amounts as~~ Removed Lender may have against the Borrower. For the avoidance of doubt, participating interests in Letters of Credit will be ~~required~~ 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 ~~3.06~~2.17 shall be effective unless the participating interests in Letters of Credit are so 38 ‌ 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 1 contract

Samples: Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the ~~Borrower becomes~~ Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the ~~Borrower~~ Borrowers may, on ~~three~~ one Business ~~Days’~~ Day’s prior written notice from the ~~Borrower~~ Borrowers to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to ~~the~~ Lenders for consent), either (ix) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that ~~neither~~ none of the Administrative Agent, the Redenomination Term Facilities Administrative Agent ~~nor~~ or any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such Person or (iiy) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer or prepay the Loans, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the ~~Borrower~~ Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the ~~Borrower~~ Borrowers owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of ~~the Borrower~~ Borrowers having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) subject to clause (C) below, deliver any Notes evidencing such Loans to the ~~Borrower~~ Borrowers or the Administrative Agent (for return to the ~~Borrower~~Borrowers). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the ~~Borrower~~Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the ~~Borrower~~ Borrowers shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Atotech LTD)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such ~~Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04~~Sections, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice ~~from the Borrower to the Administrative Agent and such Lender~~ (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)) from the Borrower to the Administrative Agent and such Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment or prepay the Loans of such Lender ~~or L/C Issuer, as the case may be,~~ and ~~(1)~~ in the case of a ~~Lender (other than an L/C Issuer)~~Lender, repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination ~~date and (2) in the case of an L/C Issuer~~date; provided, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided further, that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the Borrower 139 having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such ~~Lender~~Xxxxxx’s Commitment and outstanding Loans and ~~participations in L/C Obligations and~~ (ii) subject to clause (C) below, deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ (for return to the Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s ~~Commitment and outstanding Loans and participations in L/C Obligations~~Commitment, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning ~~Lender~~ Xxxxxx shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section ~~3.06~~3.05.

Appears in 1 contract

Samples: Credit Agreement (Farfetch LTD)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) ~~the Borrower becomes obligated~~ any Lender requests reimbursement for amounts owing pursuant to ~~pay additional amounts or indemnity payments described in~~ Section 3.01 or ~~3.05 (other than with respect to Other Taxes)~~ Section 3.03 as a result of any condition described in such Sections and Lender has declined or is unable to designate a different lending office in accordance with Section 3.01(e) or any Lender ceases to make ~~Eurocurrency Rate~~ Term SOFR Loans as a result of any condition described in Section ~~3.03~~ 3.02 or ~~3.04~~Section 3.03, (ii) any Lender becomes a Defaulting ~~Lender or~~ Lender, (iii) any Lender becomes a Non-Consenting Lender or (~~as defined below in this Section 3.08~~iv) ~~(collectively,~~ any Lender becomes a ~~“Replaceable~~ Non-Extending Lender”), then the Borrower may, on ~~three Business Days’~~ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender by ~~causing~~ requiring such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (or, ~~in the case of a Non-Consenting Lender~~with respect to clause (iii) and clause (iv) above, all of its rights and obligations ~~under this Agreement~~ with respect to the ~~Facility~~ Class of Loans or ~~Facilities for which its consent~~ Commitments that is ~~required~~the subject of the related consent, waiver or amendment) to one or more Eligible ~~Assignees;~~ Assignees for a purchase price equal to the principal amount of all of such Xxxxxx’s outstanding Loans plus any accrued but unpaid interest thereon and accrued but unpaid fees for the account of such Lender hereunder (provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person or (ii) so long as no Default or Event of Default shall have occurred~~ Person; and ~~be continuing~~provided, ~~terminate the Commitment of such Lender or L/C Issuer~~further, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (iA) in the case of any such ~~replacement of~~assignment resulting from a claim for compensation under Section 3.03 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or ~~termination~~ payments and (B) in the case of ~~Commitments with respect to~~ any such assignment resulting from a Lender becoming a Non-Consenting Lender ~~such replacement~~ or ~~termination shall be sufficient (together with all other consenting Lenders including any other replacement~~ a Non-Extending Lender~~) to cause the adoption of~~ , the applicable ~~modification~~Eligible Assignees shall have agreed to the applicable extension, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (RingCentral, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) ~~the Borrower becomes obligated~~ any Lender requests reimbursement for amounts owing pursuant to ~~pay additional amounts or indemnity payments described in~~ Section 3.01 or ~~3.05 (other than with respect to Other Taxes)~~ Section 3.03 as a result of any condition described in such Sections and Lender has declined or is unable to designate a different lending office in accordance with Section 3.01(e) or any Lender ceases to make ~~Eurocurrency Rate~~ Term Benchmark Loans as a result of any condition described in Section ~~3.03~~ 3.02 or ~~3.04~~Section 3.03, (ii) any Lender becomes a Defaulting ~~Lender or~~ Lender, (iii) any Lender becomes a Non-Consenting Lender or (~~as defined below in this Section 3.08~~iv) ~~(collectively,~~ any Lender becomes a ~~“Replaceable~~ Non-Extending Lender”), then the ~~Borrower~~ Borrowers may, on ~~three Business Days’~~ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender by ~~causing~~ requiring such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (or, ~~in the case of a Non-Consenting Lender~~with respect to clause (iii) and clause (iv) above, all of its rights and obligations ~~under this Agreement~~ with respect to the ~~Facility~~ Class of Loans or ~~Facilities for which its consent~~ Commitments that is ~~required~~the subject of the related consent, waiver or amendment) to one or more Eligible ~~Assignees;~~ Assignees (provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such ~~Person or (ii) so long as no Default or Event of Default shall have occurred~~ Person; and ~~be continuing~~provided, ~~terminate the Commitment of such Lender or L/C Issuer~~further, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (iA) in the case of any such ~~replacement of~~assignment resulting from a claim for compensation under Section 3.03 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or ~~termination~~ payments and (B) in the case of ~~Commitments with respect to~~ any such assignment resulting from a Lender becoming a Non-Consenting Lender ~~such replacement~~ or ~~termination shall be sufficient (together with all other consenting Lenders including any other replacement~~ a Non-Extending Lender~~) to cause the adoption of~~ , the applicable ~~modification~~Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Owens & Minor Inc/Va/)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) ~~the Borrower becomes obligated~~ any Lender requests reimbursement for amounts owing pursuant to ~~pay additional amounts or indemnity payments described in~~ Section 3.01 or ~~3.05 (other than with respect to Other Taxes)~~ 3.04 as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency Rate~~ any Eurodollar Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower may, ~~on three Business Days’ prior~~ upon written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (or, ~~in the case of a Non-Consenting Lender~~with respect to clause (iii) above, all of its rights and obligations ~~under this Agreement~~ with respect to the ~~Facility~~ Class of Loans or ~~Facilities for which its consent~~ Commitments that is ~~required~~the subject of the related consent, waiver or amendment) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided, further that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender (in respect of any applicable Facility only in the case of clause (i) or ~~L/C Issuer~~clause (iii)), as the case may be, and ~~(1) in the case of a Lender (other than an L/C Issuer),~~ repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by itdate; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Assignment and Assumption (Performance Food Group Co)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or ~~3.05 (other than with respect to Other Taxes)~~ 3.04 as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency~~ Eurodollar Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or ~~3.04~~3.03, (ii) any Lender becomes a Defaulting ~~Lender or~~ Lender, (iii) any Lender becomes a “Non-Consenting ~~Lender~~ Lender” (as defined below in this Section ~~3.08~~3.07) or (~~collectively, a “Replaceable Lender”)~~iv) any Lender is an Ineligible Assignee, then the Borrower may, at its sole expense and effort, on ~~three~~ five (5) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such Lender (~~for~~ or such lesser time as may be agreed by the ~~avoidance~~ Administrative Agent),(x) prepay the Loans of ~~doubt,~~ such ~~notice shall be deemed provided~~ Lender on ~~the same day that an amendment~~ a non-pro rata basis or ~~waiver is posted to the Lenders for consent), either~~ (iy) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement ~~(or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required)~~ to one or more Eligible Assignees; provided that (A) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person or~~ Person, (iiB) ~~so long as no Default or Event of Default~~ such replaced Lender shall have ~~occurred and be continuing~~received payment of an amount equal to the outstanding principal of its Term Loans (or, ~~terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1)~~ in the case of ~~a Lender~~ the preceding clause (~~other than an L/C Issuer~~iii), ~~repay all Obligations~~ the lesser of (x) the ~~Borrower owing~~ purchase price paid by such Ineligible Assignee for its Term Loans and (~~and~~ y) the ~~amount of all~~ outstanding principal thereof), accrued interest thereon, accrued fees and ~~fees~~ all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Sections 2.03 in ~~respect thereof) to such Lender relating to the Loans~~ connection with a Repricing Transaction and ~~participations held by such Lender as of such termination date and (2~~3.05) in accordance with the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumptionassignment, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) ~~upon~~ such ~~payment and, if so requested by~~ assignment does not conflict with applicable Law and (D) in the ~~assignee~~ case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the ~~assigning Lender~~ applicable assignee shall ~~deliver~~ have consented to the ~~assignee Lender the~~ applicable ~~Note~~ amendment, waiver or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06consent.

Appears in 1 contract

Samples: First Lien Credit Agreement (Aleris Corp)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such ~~Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04~~Sections, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice ~~from the Borrower to the Administrative Agent and such Lender~~ (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)) from the Borrower to the Administrative Agent and such Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment or prepay the Loans of such Lender ~~or L/C Issuer, as the case may be,~~ and ~~(1)~~ in the case of a ~~Lender (other than an L/C Issuer)~~Lender, repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination ~~date and (2) in the case of an L/C Issuer~~date; provided, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided further, that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such ~~Lender~~Xxxxxx’s Commitment and outstanding Loans and ~~participations in L/C Obligations and~~ (ii) subject to clause (C) below, deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ (for return to the Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s ~~Commitment and outstanding Loans and participations in L/C Obligations~~Commitment, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning ~~Lender~~ Xxxxxx shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such 143 | Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section ~~3.06~~3.05.

Appears in 1 contract

Samples: Credit Agreement (Farfetch LTD)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the ~~Borrower becomes~~ Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the ~~Borrower~~ Borrowers may, on ~~three~~ ten Business Days’ prior written notice from the Borrower Representative to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the ~~Borrower~~ Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the ~~Borrower~~ Borrowers owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other ~~replacement~~ Replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of ~~the Borrower~~ Borrowers having become obligated to pay amounts described in Section 3.01 or ~~3.05~~3.04, such replacement would eliminate or reduce payments pursuant to Section 3.01 or ~~3.05~~3.04, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans and (ii) deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ Representative (for return to the applicable Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C ~~Obligations~~Obligations and Swing Line Loans, (B) all Obligations relating to the Loans and participations (and the amount of all accrued ~~interest,~~ interest and fees ~~and premiums~~ in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the ~~Borrower~~Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within ~~two~~ five Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the ~~Borrower~~ Borrowers shall pay to such Lender such amounts as may be required pursuant to Section 3.06.. -133- US-DOCS\90330440.2103232196.9

Appears in 1 contract

Samples: Credit Agreement (Axalta Coating Systems Ltd.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) ~~the~~ any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or Section 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Parent Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Parent Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) (or, ~~all~~ at the election of ~~its rights and obligations under this Agreement~~ the Parent Borrower clause (ii)) or, with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clause (i) (or, at the election of the Parent Borrower, clause (ii)) or, with respect to a Class vote, clause (iii)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the ~~Borrower~~ Borrowers owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the applicable Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the ~~Borrower~~ Borrowers owing to such L/C Issuer relating to the applicable Loans and participations held by ~~such~~ the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ (or, at the election of the Parent Borrower clause (ii)) or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (PF2 SpinCo LLC)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the ~~Borrower becomes~~ Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Parent Borrower may, on ~~three Business Days’ prior~~ written notice from the Parent Borrower to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender ~~or L/C Issuer, as the case may be,~~ and ~~(1)~~ in the case of a ~~Lender (other than an L/C Issuer)~~Lender, repay all Obligations of the ~~Borrower~~ Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by itdate; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the ~~Borrower~~ Borrowers having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) ~~shall~~ (i) ~~execute and deliver~~ need not be a party to an Assignment and Assumption ~~with respect~~ in order for such assignment to be effective and shall be deemed to have consented to an 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~~’s Commitment and outstanding Loans and participations in L/C Obligations~~ , provided that any such documents shall be without recourse to or warranty by the parties thereto and (ii) shall deliver any Notes evidencing such Loans to the ~~Borrower or the Administrative Agent~~ Borrowers (for return to the Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding ~~Loans and participations in L/C Obligations~~Loans, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the ~~Borrower~~ Borrowers shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Lien Credit Agreement (Maravai Lifesciences Holdings, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) ~~the~~ a Borrower ~~becomes~~ become obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (with respect to Indemnified Taxes (other than ~~with~~ amounts in respect ~~to Other Taxes~~of VAT)) or 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the relevant Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the relevant Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to ~~the~~ such Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clause (i) or clause (iii)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of ~~the~~ such Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of ~~the~~ such Borrower owing to such L/C Issuer relating to the Loans and participations held by ~~such~~ the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Expro Oilfield Services PLC)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Term SOFR Loans or Eurocurrency Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender, (iii) any Lender elects not to be an Extending Revolving Credit Lender or (~~iii~~iv) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clause (i) or clause (iv)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by ~~such~~ the L/C Issuer as of such termination date and ~~cancel~~ arrange cancellation of or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iv). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (iHeartMedia, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or Section 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans or, XXXXX Rate Loans or Term SOFR Loans, in each case, as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clause (i) or clause (iii)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by ~~such~~ the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Gates Industrial Corp PLC)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) ~~If at~~ that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any ~~time~~ of the events described in clauses (b) or (c) of such 828 ‌ ‌ Section occur, (c) that is a Defaulting Lender or a Downgraded Lender, or (d) that does not consent to 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) ~~the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than~~ such replacement does not conflict with ~~respect to Other Taxes) as a result~~ any Requirement of ~~any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04~~Law, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be ~~continuing, terminate~~ continuing at the ~~Commitment~~ 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 and other amounts owing to such replaced Lender on or ~~L/C Issuer~~prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any outstanding 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, 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 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 Sections 2.13 or 2.14, as the case may be, and (1viii) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement ~~of, or termination of Commitments with respect~~ shall not be deemed to be a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver ~~or amendment of the Loan Documents, (ii) in the case~~ of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by rights which the Borrower, the ~~assignee~~ Administrative Agent or any other Lender shall ~~become a Lender hereunder and~~ have against the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning replaced Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Edison International)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) ~~the Borrower becomes obligated~~ any Lender requests reimbursement for amounts owing pursuant to ~~pay additional amounts or indemnity payments described in~~ Section 3.01 or ~~3.05 (other than with respect to Other Taxes)~~ Section 3.03 as a result of any condition described in such Sections and such Lender has declined or is unable to designate a different lending office in accordance with Section 3.01(a) or any Lender ceases to make ~~Eurocurrency Rate~~ Term SOFR Loans as a result of any condition described in Section ~~3.03~~ 3.02 or ~~3.04~~Section 3.03, (ii) any Lender becomes a Defaulting ~~Lender or~~ Lender, (iii) any Lender becomes a Non-Consenting Lender or (~~as defined below in this Section 3.08~~iv) ~~(collectively,~~ any Lender becomes a ~~“Replaceable~~ Non-Extending Lender”), then the Administrative Borrower may, on ~~three Business Days’~~ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender by ~~causing~~ requiring such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (or, ~~in the case of a Non-Consenting Lender~~with respect to clause (iii) and clause (iv) above, all of its rights and obligations ~~under this Agreement~~ with respect to the ~~Facility~~ Class of Loans or ~~Facilities for which its consent~~ Commitments that is ~~required~~the subject of the related consent, waiver or amendment) to one or more Eligible ~~Assignees;~~ Assignees (provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such ~~Person or (ii) so long as no Default or Event of Default shall have occurred~~ Person; and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided further that (iA) in the case of any such ~~replacement of~~assignment resulting from a claim for compensation under Section 3.03 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or ~~termination~~ payments and (B) in the case of ~~Commitments with respect to~~ any such assignment resulting from a Lender becoming a Non-Consenting Lender ~~such replacement~~ or ~~termination shall be sufficient (together with all other consenting Lenders including any other replacement~~ a Non-Extending Lender~~) to cause the adoption of~~ , the applicable ~~modification~~Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents, ). (iib) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to ~~this~~ Section ~~3.08(a~~3.06(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, as applicable (provided that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register) and (ii) deliver ~~any Notes~~ Revolving Credit Notes, if any, evidencing such Loans to the ~~Borrower~~ Borrowers or ~~the~~ Administrative ~~Agent (for return to the Borrower)~~Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s ~~Commitment~~ Commitments and outstanding Loans and participations in L/C ~~Obligations~~Obligations and Swing Line Loans, as applicable, (B) all ~~Obligations~~ obligations of the Loan Parties owing to the assigning Lender relating to the ~~Loans~~ Loan Documents and participations ~~(and the amount of all accrued interest, fees and premiums in respect thereof)~~ so assigned shall be paid in full by the assignee Lender or the Loan Parties (as applicable) to such assigning Lender concurrently with such assignment and ~~assumption and (C) upon such payment and~~assumption, ~~if so requested by the assignee Lender,~~ any amounts owing to the assigning Lender ~~shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become~~ (other than a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions Defaulting Lender) under ~~this Agreement, which shall survive~~ Section 3.04 as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.a

Appears in 1 contract

Samples: Credit Agreement (Utz Brands, Inc.)

Replacement of Lenders under Certain Circumstances. ~~(a)~~ If at any time (ia) the Borrower becomes obligated to pay additional amounts ~~or indemnity payments~~ described in ~~Section 3.01~~ subsection 2.16 or ~~3.05 (other than with respect to Other Taxes)~~ 2.17 as a result of any condition described in such ~~Sections~~ subsections or any Lender ceases to make ~~Eurocurrency Rate~~ Eurodollar Loans ~~as a result of any condition described in Section 3.03 or 3.04~~pursuant to subsection 2.16, (iib) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers, (c) any Lender becomes a ~~Defaulting Lender or (iii) any Lender becomes a~~ "Non-Consenting ~~Lender~~ Lender" (as defined below in this ~~Section 3.08~~subsection 2.20) or (~~collectively,~~ d) any Lender becomes a ~~“Replaceable~~ "Non-Funding Lender”)", then the Borrower may, on ~~three~~ ten Business Days’ ' prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to ~~Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent~~subsection 10.6(c) all of its rights and obligations under this Agreement to a Lender or other entity selected by the Borrower and reasonably acceptable to the Administrative Agent (~~or,~~ and in the case of ~~a Non-Consenting Lender~~Revolving Credit Commitments or Revolving Loans, ~~all of its rights and obligations under this Agreement with respect~~ reasonably acceptable to the ~~Facility or Facilities~~ Issuing Lender and the Swingline Lender) for ~~which its consent is required)~~ a purchase price equal to ~~one or more Eligible Assignees;~~ the outstanding principal amount of such Lender's Loans and all accrued interest and fees and other amounts payable hereunder (including amounts payable under subsection 2.18 as though such Loans were being paid instead of being purchased), provided that (i) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person or~~ entity, (ii) ~~so long as~~ in the event of a replacement of a Non-Consenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 2.20, in order for the Borrower to be entitled to replace such a Lender, such replacement must take place no ~~Default or Event of Default~~ later than 180 days after (A) the date the Non-Consenting Lender shall have ~~occurred~~ notified the Borrower and ~~be continuing~~the Administrative Agent of its failure to agree to any requested consent, ~~terminate~~ waiver or amendment or (B) the ~~Commitment~~ Lender shall have demanded payment of ~~such Lender or L/C Issuer~~additional amounts under one of the subsections described in clause (a) of this subsection 2.20, as the case may be, and (1iii) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender ~~(other than an L/C Issuer), repay all Obligations of~~ to which the Borrower ~~owing~~ becomes obligated to pay additional amounts pursuant to clause (~~and~~ a) of this subsection 2.20, the ~~amount of all accrued interest and fees in respect thereof)~~ Borrower shall pay such additional amounts to such Lender ~~relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing~~ prior to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced ~~pursuant~~ and the payment of such additional amounts shall be a condition to ~~this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to~~ the replacement of such Lender~~’s Commitment and outstanding Loans and participations in L/C Obligations and~~ . In the event that (iix) ~~deliver any Notes evidencing such Loans to~~ the Borrower or the Administrative Agent has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (~~for return~~ y) the consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of subsection 10.1 and (z) 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". The Borrower's right to replace a Non-Funding Lender pursuant to this subsection 2.20 is, and shall be, in addition to, and not in lieu of, all other rights and remedies available to the ~~Borrower). Pursuant to~~ Borrower against such ~~Assignment and Assumption, (A) the assignee~~ Non-Funding Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, ~~which shall survive as to such assigning Lender. In connection with any such replacement~~at law, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lenderin equity, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06or by statute.

Appears in 1 contract

Samples: Credit Agreement (Omniamerica Inc)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) ~~If at~~ that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any ~~time~~ 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 (d) that does not consent to 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) ~~the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than~~ such replacement does not conflict with ~~respect to Other Taxes) as a result~~ any Requirement of ~~any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04~~Law, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be ~~continuing, terminate~~ continuing at the ~~Commitment~~ 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, participations in LC Disbursements and other amounts owing to such replaced Lender on or ~~L/C Issuer~~prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any outstanding 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, 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 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 Sections 2.13 or 2.14, as the case may be, and (1viii) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement ofshall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or ~~termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including~~ any other ~~replacement~~ Lender shall have against the replaced Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the . The Borrower shall have the right to terminate in full the ~~Revolving Credit Commitments~~ Commitment of each Lender requesting reimbursement pursuant to Section 2.13 or 2.14 by giving notice to the Administrative Agent and such Xxxxxx (a “Removed Lender”). On the date of any ~~Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to~~ such termination, such Removed Lender’s Commitment shall terminate and ~~outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to~~ the Borrower ~~or the Administrative Agent (for return to the Borrower). Pursuant~~ shall pay all amounts owed to such ~~Assignment and Assumption, (A) the assignee~~ Removed Lender ~~shall acquire all or a portion, as the case may be,~~ hereunder. Upon termination of ~~the assigning Lender~~such Removed Xxxxxx’s Commitment ~~and outstanding Loans and participations~~ in ~~L/C Obligations~~accordance with this Section 2.17, ~~(B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to~~ such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Removed Lender shall cease to ~~constitute~~ be a ~~Lender hereunder~~ party hereto, and upon such termination of such Removed Lender’s Commitment in accordance with ~~respect to~~ this Section 2.17, the Total Commitments shall be reduced by the amount of such ~~assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning~~ Removed Lender’s Commitment. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days The termination of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part Commitment of ~~the Replaceable Lender. In connection with the replacement of any~~ a Removed Lender pursuant to this Section ~~3.08(a)~~2.17 shall not be deemed to be a waiver of any right that (x) the Borrower, the ~~Borrower shall pay to~~ Administrative Agent or any other Lender may have against such Removed Lender or (y) such ~~amounts as~~ Removed Lender may have against the Borrower. For the avoidance of doubt, participating interests in Letters of Credit will be ~~required~~ 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 ~~3.06~~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 1 contract

Samples: Credit Agreement

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) ~~the Borrower becomes obligated~~ any Lender requests reimbursement for amounts owing pursuant to ~~pay additional amounts or indemnity payments described in~~ Section 3.01 or ~~3.05 (other than with respect to Other Taxes)~~ Section 3.03 as a result of any condition described in such Sections and such Lender has declined or is unable to designate a different lending office in accordance with Section 3.01(a) or any Lender ceases to make ~~Eurocurrency Rate~~ Term SOFR Loans as a result of any condition described in Section ~~3.03~~ 3.02 or ~~3.04~~Section 3.03, (ii) any Lender becomes a Defaulting ~~Lender or~~ Lender, (iii) any Lender becomes a Non-Consenting Lender or (~~as defined below in this Section 3.08~~iv) ~~(collectively,~~ any Lender becomes a ~~“Replaceable~~ Non-Extending Lender”), then the Administrative Borrower may, on ~~three Business Days’~~ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender by ~~causing~~ requiring such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (or, ~~in the case of a Non-Consenting Lender~~with respect to clause (iii) and clause (iv) above, all of its rights and obligations ~~under this Agreement~~ with respect to the ~~Facility~~ Class of Loans or ~~Facilities for which its consent~~ Commitments that is ~~required~~the subject of the related consent, waiver or amendment) to one or more Eligible ~~Assignees;~~ Assignees (provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such ~~Person or (ii) so long as no Default or Event of Default shall have occurred~~ Person; and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided further that (iA) in the case of any such ~~replacement of~~assignment resulting from a claim for compensation under Section 3.03 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or ~~termination~~ payments and (B) in the case of ~~Commitments with respect to~~ any such assignment resulting from a Lender becoming a Non-Consenting Lender ~~such replacement~~ or ~~termination shall be sufficient (together with all other consenting Lenders including any other replacement~~ a Non-Extending Lender~~) to cause the adoption of~~ , the applicable ~~modification~~Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents, ). (iib) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to ~~this~~ Section ~~3.08(a~~3.06(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, as applicable (provided that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register) and (ii) deliver ~~any Notes~~ Revolving Credit Notes, if any, evidencing such Loans to the ~~Borrower~~ Borrowers or ~~the~~ Administrative ~~Agent (for return to the Borrower)~~Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning ~~Lender~~Xxxxxx’s ~~Commitment~~ Commitments and outstanding Loans and participations in L/C ~~Obligations~~Obligations and Swing Line Loans, as applicable, (B) all ~~Obligations~~ obligations of the Loan Parties owing to the assigning Lender relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.111

Appears in 1 contract

Samples: Abl Credit Agreement (Utz Brands, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the ~~Borrower becomes~~ Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Term Benchmark Loans or Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the ~~Borrower~~ Borrowers may, on ~~three~~ ten Business Days’ prior written notice from the Borrower Representative to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (ix) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section ~~10.07(b~~10.05(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such Person or (iiy) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the ~~Borrower~~ Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the ~~Borrower~~ Borrowers owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other ~~replacement~~ Replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of ~~the Borrower~~ Borrowers having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.Section

Appears in 1 contract

Samples: Credit Agreement (Orion S.A.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) ~~If at~~ that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any ~~time~~ 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 (d) that does not consent to 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) ~~the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than~~ such replacement does not conflict with ~~respect to Other Taxes) as a result~~ any Requirement of ~~any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04~~Law, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be ~~continuing, terminate~~ continuing at the ~~Commitment~~ 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, participations in LC Disbursements and other amounts owing to such replaced Lender on or ~~L/C Issuer~~prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any outstanding 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, 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 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 Sections 2.13 or 2.14, as the case may be, and (1viii) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement ~~of, or termination of Commitments with respect~~ shall not be deemed to be a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver ~~or amendment of the Loan Documents, (ii) in the case~~ of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by rights which the Borrower, the ~~assignee~~ Administrative Agent or any other Lender shall ~~become a Lender hereunder and~~ have against the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning replaced Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a ~~Non-~~Non- Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender ~~or L/C Issuer, as the case may be,~~ and ~~(1)~~ in the case of a ~~Lender (other than an L/C Issuer)~~Lender, repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by itdate; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and ~~participations in L/C Obligations and~~ (ii) deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ (for return to the Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.,

Appears in 1 contract

Samples: Second Lien Credit Agreement

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) ~~the~~ a Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender (in respect of any applicable Facility only in the case of clause (i) or ~~L/C Issuer~~clause (iii)), as the case may be, and ~~(1) in the case of a Lender (other than an L/C Issuer),~~ repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans ~~and participations~~ held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by itdate; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Hilton Grand Vacations Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) ~~the~~ a Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or Section 3.04 as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency~~ any Eurodollar Rate Loans or SXXXX Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the applicable Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section ~~10.07(b~~10.06(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required~~clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Revolving Credit Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clause (i) or clause (iii)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Secured Obligations of the ~~Borrower~~ Borrowers owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Secured Obligations of the ~~Borrower~~ Borrowers owing to such L/C Issuer relating to the Loans and participations held by ~~such~~ the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ or, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Gates Industrial Corp PLC)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) ~~If at~~ that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any ~~time~~ 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 (d) that does not consent to 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) ~~the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than~~ such replacement does not conflict with ~~respect to Other Taxes) as a result~~ any Requirement of ~~any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04~~Law, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be ~~continuing, terminate~~ continuing at the ~~Commitment~~ time of such replacement (or, if an Event of Default exists, the Required Lenders consent to such replacement), (iii) subject to Section 2.18, the Borrower shall repay (or the replacement bank or institution shall purchase, at par), without duplication, all Loans and other amounts owing to such replaced Lender on or ~~L/C Issuer~~prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any 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, 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 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 Sections 2.13 or 2.14, as the case may be, and (1viii) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement ~~of, or termination of Commitments with respect~~ shall not be deemed to be a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver ~~or amendment of the Loan Documents, (ii) in the case~~ of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by rights which the Borrower, the ~~assignee~~ Administrative Agent or any other Lender shall ~~become a Lender hereunder and~~ have against the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning replaced Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Term Loan Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in ~~Section~~ SectionSection 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or SectionSection 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of any condition described in ~~Section 3.03~~ SectionSection 3.02 or SectionSection 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under SectionSection 3.04 or payments required to be made pursuant to SectionSection 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clause (i) or clause (iii)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by ~~such~~ the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Summit Materials, LLC)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or ~~3.05 (other than with respect to Other Taxes)~~ 3.04 as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency Rate~~ Term SOFR Loans as a result of any condition described in Section ~~3.03~~ 3.02 or ~~3.04~~3.03, (ii) any Lender becomes a Defaulting ~~Lender or~~ Lender, (iii) any Lender becomes a “Non-Consenting ~~Lender~~ Lender” (as defined below in this Section ~~3.08~~3.07) or (~~collectively, a “Replaceable Lender”)~~iv) any Lender is an Ineligible Assignee, then the Borrower may, at its sole expense and effort, on ~~three~~ five (5) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such Lender (~~for~~ or such lesser time as may be agreed by the ~~avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent~~Administrative Agent), ~~either (i)~~ replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement ~~(or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required)~~ to one or more Eligible Assignees; provided that (A) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person or~~ Person, (iiB) ~~so long as no Default or Event of Default~~ such replaced Lender shall have ~~occurred and be continuing~~received payment of an amount equal to the outstanding principal of its Term Loans (or, ~~terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1)~~ in the case of ~~a Lender~~ the preceding clause (~~other than an L/C Issuer~~iv), ~~repay all Obligations~~ the lesser of (x) the ~~Borrower owing~~ purchase price paid by such Ineligible Assignee for its Term Loans and (~~and~~ y) the ~~amount of all~~ outstanding principal thereof), accrued interest thereon, accrued fees and ~~fees in respect thereof~~all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Sections 2.03 (if applicable) ~~to such Lender relating to the Loans~~ and ~~participations held by such Lender as of such termination date and (2~~3.05) in accordance with the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumptionassignment, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) ~~upon~~ such ~~payment and, if so requested by~~ assignment does not conflict with applicable Law and (D) in the ~~assignee~~ case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the ~~assigning Lender~~ applicable assignee shall ~~deliver~~ have consented to the ~~assignee Lender the~~ applicable ~~Note~~ amendment, waiver or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lenderconsent. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.97

Appears in 1 contract

Samples: First Lien Credit Agreement (GMS Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or ~~3.05 (other than with respect to Other Taxes)~~ 3.04 as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency Rate~~ any Term SOFR Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ five (5) Business Days’ prior written notice ~~from~~ (or such shorter time as the ~~Borrower~~ Administrative Agent may agree) to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender (in respect of any applicable Facility only in the case of clause (i) or ~~L/C Issuer~~clause (iii)), as the case may be, and ~~(1)~~ in the case of a ~~Lender (other than an L/C Issuer)~~Lender, repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by itdate; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Term Loan Credit Agreement (NGL Energy Partners LP)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower ~~becomes~~ become obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 ~~(other than with respect to Other Taxes)~~ as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a ~~Non-~~Non- Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be ~~paid by the Borrower in such instance unless~~ waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower then due and owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of ~~the~~ Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ (for return to the Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within ~~two~~ five Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (PPD, Inc.)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) ~~If at~~ that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any ~~time~~ of the events described in clauses (b) or (c) of such Section occur, (c) that is a Defaulting Lender or a Downgraded Lender, or (d) that does not consent to 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) ~~the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than~~ such replacement does not conflict with ~~respect to Other Taxes) as a result~~ any Requirement of ~~any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04~~Law, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be ~~continuing, terminate~~ continuing at the ~~Commitment~~ 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 and other amounts owing to such replaced Lender on or ~~L/C Issuer~~prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any outstanding 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, 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 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 Sections 2.13 or 2.14, as the case may be, and (1viii) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement ~~of, or termination of Commitments with respect~~ shall not be deemed to be a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver ~~or amendment of the Loan Documents, (ii) in the case~~ of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by rights which the Borrower, the ~~assignee~~ Administrative Agent or any other Lender shall ~~become a Lender hereunder and~~ have against the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lenderreplaced Xxxxxx. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.28 ‌ ‌

Appears in 1 contract

Samples: Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the ~~Borrower becomes~~ Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 to (~~other than with respect to Other Taxes~~or for the account of) any Lender as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans, Term SOFR Loans or XXXXX Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the ~~Borrower~~ Borrowers may, on ~~three~~ ten Business Days’ prior written notice from the Borrower Representative to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the ~~Borrower~~ Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the ~~Borrower~~ Borrowers owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other ~~replacement~~ Replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of ~~the Borrower~~ Borrowers having become obligated to pay amounts described in Section ~~3.01~~ 3.01, 3.03, 3.04 or 3.05, such replacement would eliminate or reduce payments pursuant to Section ~~3.01~~ 01, 3.03, 3.04 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such ~~Lender~~Xxxxxx’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans and (ii) deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ Representative (for return to the applicable Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C ~~Obligations~~Obligations and Swing Line Loans, (B) all Obligations relating to the Loans and participations (and the amount of all accrued ~~interest,~~ interest and fees ~~and premiums~~ in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning ~~Lender~~ Xxxxxx shall deliver to the assignee Lender the applicable Note or Notes executed by the ~~Borrower~~Borrowers, the assignee Lender shall become a Lender hereunder and the assigning ~~Lender~~ Xxxxxx shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within ~~two~~ five Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the ~~Borrower~~ Borrowers shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Axalta Coating Systems Ltd.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) ~~the~~ a Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans or Alternative Currency Daily Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clause (i) or clause (iii)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans (and, in the case of any Revolving Credit Lender, and ~~participations~~ participations) held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by ~~such~~ the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Hilton Grand Vacations Inc.)

Replacement of Lenders under Certain Circumstances. ~~(a)~~ If at any time (ia) the Borrower becomes obligated to pay additional amounts ~~or indemnity payments~~ described in ~~Section 3.01~~ subsections 2.16, 2.17 or ~~3.05 (other than with respect to Other Taxes)~~ 2.18 as a result of any condition described in such ~~Sections~~ subsections or any Lender ceases to make ~~Eurocurrency Rate~~ Eurodollar Loans ~~as a result of any condition described in~~ pursuant to Section ~~3.03 or 3.04~~2.16, (iib) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers or (c) any Lender becomes a ~~Defaulting Lender or (iii) any Lender becomes a~~ "Non-~~Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Funding Lender”)", then the Borrower may, on ~~three~~ ten Business Days’ ' prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender by causing such Lender to (and such Lender ~~shall be obligated to~~shall) assign pursuant to Section ~~10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent~~10.6(c) all of its rights and obligations under this Agreement ~~(or, in~~ to a Lender or other entity selected by the ~~case of a Non-Consenting Lender, all of its rights~~ Borrower and ~~obligations under this Agreement with respect~~ acceptable to the ~~Facility or Facilities~~ Administrative Agent for ~~which its consent is required)~~ a purchase price equal to ~~one or more Eligible Assignees~~the outstanding principal amount of such Lender's Loans and all accrued interest and fees and other amounts payable hereunder (including amounts payable under Section 2.18 as though such Loans were being paid instead of being purchased); provided that (i) the Borrower shall have no right to replace the Administrative Agent, (ii) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person or~~ entity, (iiiii) ~~so long as~~ in the event of a replacement of a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this Section 2.20, in order for the Borrower to be entitled to replace such a Lender, such replacement must take place no ~~Default or Event of Default~~ later than 180 days after the Lender shall have ~~occurred and be continuing, terminate~~ demanded payment of additional amounts under one of the ~~Commitment~~ subsections described in clause (a) of ~~such Lender or L/C Issuer~~this Section 2.20, as the case may be, and (1iv) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender ~~(other than an L/C Issuer), repay all Obligations of~~ to which the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become becomes obligated to pay additional amounts ~~described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments~~ pursuant to ~~Section 3.01 or 3.05, as applicable, in the future and~~ clause (~~iii~~a) ~~the Borrower shall have the right to terminate the Revolving Credit Commitments~~ of ~~any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to~~ this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a)subsection 2.20, the Borrower shall pay such additional amounts to such Lender prior to such Lender being replaced and the payment of such additional amounts ~~as may~~ shall be ~~required~~ a condition to the replacement of such Lender. The Borrower's right to replace a Non-Funding Lender pursuant to ~~Section 3.06~~this subsection 2.20 is, and shall be, in addition to, and not in lieu of, all other rights and remedies available to the Borrower against such Non-Funding Lender under this Agreement, at law, in equity, or by statute.

Appears in 1 contract

Samples: Credit Agreement (STC Broadcasting Inc)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the ~~Borrower becomes~~ Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the ~~Borrower~~ Borrowers may, on ~~three~~ ten Business Days’ prior written notice from the Borrower Representative to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the ~~Borrower~~ Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the ~~Borrower~~ Borrowers owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other ~~replacement~~ Replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of ~~the Borrower~~ Borrowers having become obligated to pay amounts described in Section 3.01 or ~~3.05~~3.04, such replacement would eliminate or reduce payments pursuant to Section 3.01 or ~~3.05~~3.04, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans and (ii) deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ Representative (for return to the applicable Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C ~~Obligations~~Obligations and Swing Line Loans, (B) all Obligations relating to the Loans and participations (and the amount of all accrued ~~interest,~~ interest and fees ~~and premiums~~ in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the ~~Borrower~~Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within ~~two~~ five Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the ~~Borrower~~ Borrowers shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Axalta Coating Systems Ltd.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) ~~the Borrower becomes obligated~~ any Lender requests reimbursement for amounts owing pursuant to ~~pay additional amounts or indemnity payments described in~~ Section 3.01 or ~~3.05 (other than with respect to Other Taxes)~~ Section 3.03 as a result of any condition described in such Sections and such Lender has declined or is unable to designate a different lending office in accordance with Section 3.01(e) or any Lender ceases to make ~~Eurocurrency Rate~~ Term SOFR Loans as a result of any condition described in Section ~~3.03~~ 3.02 or ~~3.04~~Section 3.03, (ii) any Lender becomes a Defaulting ~~Lender or~~ Lender, (iii) any Lender becomes a Non-Consenting Lender or (~~as defined below in this Section 3.08~~iv) ~~(collectively,~~ any Lender becomes a ~~“Replaceable~~ Non-Extending Lender”), then the Borrower may, on ~~three Business Days’~~ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender by ~~causing~~ requiring such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (or, ~~in the case of a Non-Consenting Lender~~with respect to clause (iii) and clause (iv) above, all of its rights and obligations ~~under this Agreement~~ with respect to the ~~Facility~~ Class of Loans or ~~Facilities for which its consent~~ Term Commitments that is ~~required~~the subject of the related consent, waiver or amendment) to one or more Eligible ~~Assignees;~~ Assignees (provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person or (ii) so long as no Default or Event of Default shall have occurred~~ Person; and ~~be continuing~~provided, ~~terminate the Commitment of such Lender or L/C Issuer~~further, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (iA) in the case of any such ~~replacement of~~assignment resulting from a claim for compensation under Section 3.03 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or ~~termination~~ payments and (B) in the case of ~~Commitments with respect to~~ any such assignment resulting from a Lender becoming a Non-Consenting Lender ~~such replacement~~ or ~~termination shall be sufficient (together with all other consenting Lenders including any other replacement~~ a Non-Extending Lender~~) to cause the adoption of~~ , the applicable ~~modification~~Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents, ). (iib) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to ~~this~~ Section ~~3.08(a~~3.06(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Term Commitment and outstanding ~~Loans~~ Loans, as applicable (provided that the failure of any such Lender to execute an Assignment and ~~participations~~ Assumption shall not render such assignment invalid and such assignment shall be recorded in ~~L/C Obligations~~ the Register) and (ii) deliver ~~any Notes~~ Term Notes, if any, evidencing such Loans to the Borrower or ~~the~~ Administrative ~~Agent (for return to the Borrower)~~Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.-93- #95982248v17

Appears in 1 contract

Samples: Credit Agreement (Utz Brands, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans or Alternative Currency Term Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Instructure Holdings, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) ~~the~~ any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or Section 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Parent Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Parent Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) (or, ~~all~~ at the election of ~~its rights and obligations under this Agreement~~ the Parent Borrower clause (ii)) or, with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clause (i) (or, at the election of the Parent Borrower, clause (ii)) or, with respect to a Class vote, clause (iii)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the ~~Borrower~~ Borrowers owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the applicable Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the ~~Borrower~~ Borrowers owing to such L/C Issuer relating to the applicable Loans and participations held by ~~such~~ the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ (or, at the election of the Parent Borrower clause (ii)) or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Change Healthcare Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on ~~three~~ 5 Business Days’ prior written notice from the Borrower to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (ix) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) 108 83894470_5 to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (iiy) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or such L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to to, a Non-Consenting ~~Lender~~ Lender, such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of ~~the~~ Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swingline Loans and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative ~~Agent (for return to the Borrower)~~Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C ~~Obligations~~Obligations and Swingline Loans, (B) all Obligations relating to the Loans and participations (and the amount of all accrued ~~interest,~~ interest and fees ~~and premiums~~ in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within ~~two~~ 3 Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Medpace Holdings, Inc.)

Replacement of Lenders under Certain Circumstances. (~~a) If~~ i)If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency Rate~~ SOFR Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such ~~Lender~~Xxxxxx’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall 172 acquire all or a portion, as the case may be, of the assigning ~~Lender~~Xxxxxx’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: First Lien Credit Agreement (ZoomInfo Technologies Inc.)

Replacement of Lenders under Certain Circumstances. ~~(a)~~ If at any time (ia) the Borrower becomes obligated to pay additional amounts ~~or indemnity payments~~ described in ~~Section 3.01~~ subsection 2.16 or ~~3.05 (other than with respect to Other Taxes)~~ 2.17 as a result of any condition described in such ~~Sections~~ subsections or any Lender ceases to make ~~Eurocurrency Rate~~ Eurodollar Loans ~~as a result of any condition described in Section 3.03 or 3.04~~pursuant to subsection 2.16, (iib) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers, (c) any Lender becomes a ~~Defaulting Lender or (iii) any Lender becomes a~~ "Non-Consenting ~~Lender~~ Lender" (as defined below in this ~~Section 3.08~~subsection 2.20) or (~~collectively,~~ d) any Lender becomes a ~~“Replaceable~~ "Non-Funding Lender”)", then the Borrower may, on ~~three~~ ten Business Days’ ' prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to ~~Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent~~subsection 10.6(c) all of its rights and obligations under this Agreement to a Lender or other entity selected by the Borrower and 65 60 reasonably acceptable to the Administrative Agent (~~or,~~ and in the case of ~~a Non-Consenting Lender~~Revolving Credit Commitments or Revolving Loans, ~~all of its rights and obligations under this Agreement with respect~~ reasonably acceptable to the ~~Facility or Facilities~~ Issuing Lender and the Swingline Lender) for ~~which its consent is required)~~ a purchase price equal to ~~one or more Eligible Assignees;~~ the outstanding principal amount of such Lender's Loans and all accrued interest and fees and other amounts payable hereunder (including amounts payable under subsection 2.18 as though such Loans were being paid instead of being purchased), provided that (i) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person or~~ entity, (ii) ~~so long as~~ in the event of a replacement of a Non-Consenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 2.20, in order for the Borrower to be entitled to replace such a Lender, such replacement must take place no ~~Default or Event of Default~~ later than 180 days after (A) the date the Non-Consenting Lender shall have ~~occurred~~ notified the Borrower and ~~be continuing~~the Administrative Agent of its failure to agree to any requested consent, ~~terminate~~ waiver or amendment or (B) the ~~Commitment~~ Lender shall have demanded payment of ~~such Lender or L/C Issuer~~additional amounts under one of the subsections described in clause (a) of this subsection 2.20, as the case may be, and (1iii) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender ~~(other than an L/C Issuer), repay all Obligations of~~ to which the Borrower ~~owing~~ becomes obligated to pay additional amounts pursuant to clause (~~and~~ a) of this subsection 2.20, the ~~amount of all accrued interest and fees in respect thereof)~~ Borrower shall pay such additional amounts to such Lender ~~relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing~~ prior to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced ~~pursuant~~ and the payment of such additional amounts shall be a condition to ~~this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to~~ the replacement of such Lender~~’s Commitment and outstanding Loans and participations in L/C Obligations and~~ . In the event that (iix) ~~deliver any Notes evidencing such Loans to~~ the Borrower or the Administrative Agent ~~(for return~~ has requested the Lenders to consent to a departure or waiver of any provisions of the ~~Borrower). Pursuant~~ Loan Documents or to ~~such Assignment and Assumption~~agree to any amendment thereto, (Ay) the ~~assignee Lender shall acquire~~ consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of subsection 10.1 or all the Lenders with respect to a ~~portion, as the case may be,~~ certain class of ~~the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to~~ the Loans and ~~participations~~ (~~and~~ z) Required Lenders or more than 50% of the ~~amount~~ class of ~~all accrued interest~~such Lenders have agreed to such consent, ~~fees and premiums in respect thereof) so assigned~~ waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be ~~paid~~ deemed a "Non-Consenting Lender". The Borrower's right to replace a Non-Funding Lender pursuant to this subsection 2.20 is, and shall be, in ~~full by the assignee Lender to such assigning Lender concurrently with such assignment~~ addition to, and ~~assumption~~ not in lieu of, all other rights and ~~(C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver~~ remedies available to the ~~assignee~~ Borrower against such Non-Funding Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, ~~which shall survive as to such assigning Lender. In connection with any such replacement~~at law, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lenderin equity, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06or by statute.

Appears in 1 contract

Samples: Credit Agreement (WTNH Broadcasting Inc)

Replacement of Lenders under Certain Circumstances. (a) If at any time (ii)(x) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or ~~3.05 (other than with respect to Other Taxes)~~ 3.02 as a result of any condition described in such Sections and (y) such Lender has declined or ~~any Lender ceases~~ is unable to ~~make Eurocurrency Rate Loans as~~ designate a ~~result of any condition described~~ different lending office in accordance with Section ~~3.03 or 3.04~~3.02, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ five (5) Business Days’ prior written notice ~~from~~ (or such shorter time as the ~~Borrower~~ Administrative Agent may agree) to the Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section ~~10.07(b~~11.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement ~~(or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required)~~ to one or more Eligible ~~Assignees~~Assignees (provided that any assignment to any Eligible Assignee of less than all of the rights and obligations of such Lender (including, without limitation, its Commitments and Loans of each Class) must be made in the same proportion among Classes of Loans and Commitments as were held by such Lender prior to such assignment); provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person or (ii) so long as no Default or Event of Default shall have occurred~~ Person; and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided further that (iA) in the case of any such ~~replacement of~~assignment resulting from a claim for compensation under Section 3.02 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or ~~termination~~ payments and (B) in the case of ~~Commitments with respect to~~ any such assignment resulting from a Lender becoming a Non-Consenting ~~Lender such replacement or termination~~ Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of of, the applicable ~~modification~~departure, waiver or amendment of the Loan Documents. Notwithstanding anything herein to the contrary, ~~(ii) in the case of~~ a Lender shall not be required to make any such ~~replacement~~ assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower ~~having become obligated~~ to ~~pay amounts described in Section 3.01 or 3.05,~~ require such ~~replacement would eliminate or reduce payments pursuant~~ assignment and delegation cease to ~~Section 3.01 or 3.05, as applicable, in the future and~~ apply. (~~iii~~b) ~~the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis.~~ Any Lender being replaced pursuant to ~~this~~ Section ~~3.08(a~~3.04(a)(x) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s applicable Commitment and outstanding ~~Loans and participations in L/C Obligations~~ Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or the ~~Administrative Agent (for return to the Borrower)~~Blackstone Representative. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning ~~Lender~~Xxxxxx’s Commitment and outstanding ~~Loans and participations in L/C Obligations~~Loans, (B) all ~~Obligations relating~~ obligations of the Borrower owing to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.relating to

Appears in 1 contract

Samples: Execution Version Credit Agreement (Altus Power, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or ~~3.05 (other than with respect to Other Taxes)~~ 3.04 as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency~~ Eurodollar Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or ~~3.04~~3.03, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a “Non-Consenting ~~Lender~~ Lender” (as defined below in this Section ~~3.08) (collectively, a “Replaceable Lender”~~3.07), then the Borrower may, on three (3) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (iA) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement ~~(or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required)~~ to one or more Eligible ~~Assignees;~~ Assignees (provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person), or (iiB) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms reasonably satisfactory to such L/C Issuer any Letters of Credit issued by ~~it;~~ it (provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or ~~3.05~~3.04, such replacement would eliminate or reduce payments pursuant to Section 3.01 or ~~3.05~~3.04, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrowerfuture). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Revolving Credit Agreement (EngageSmart, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 ~~(other than with respect to Other Taxes)~~ as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency Rate~~ Term SOFR Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to ~~the~~ Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer or prepay the Loans, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and ~~cancel or backstop on terms satisfactory to such L/C Issuer~~ Cash Collateralize any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such ~~Lender~~Xxxxxx’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ (for return to the Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Tremor International Ltd.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in ~~Section~~ ‎Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or ‎Section 3.04 as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency Rate~~ any RFR Loans or Term SOFR Loans or RFR Loans, in each case, as a result of any condition described in ~~Section 3.03~~ ‎Section 3.02 or ‎Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the ~~Borrower may~~Borrower, may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10)five Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause ‎(i) or (ii) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause ‎(iii) above) to one or more Eligible ~~Assignees~~Assignees (or with respect to any assignment to any Affiliated Lender, pursuant to Section 10.07(l)); provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under ‎Section 3.04 or payments required to be made pursuant to ‎Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clauses ‎(i) or clausethrough ‎(iii)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by the L/C Issuer as well as all Letters of Credit issued by such L/C Issuer as of such termination date and ~~cancel~~ cancelarrange cancellation or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or (ii) or, with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrowera Class vote, clause ‎(iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Gates Industrial Corp PLC)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in ~~Section~~ Sections 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make ~~Eurocurrency~~ Term Benchmark Rate Loans as a result of any condition described in ~~Section~~ Sections 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on ~~three Business Days’~~ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to ~~the~~ Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or ~~L/C Issuer~~prepay the Loans, as the case may be, and ~~(1) in the case of a Lender (other than an L/C Issuer),~~ repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by itdate; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other ~~replacement~~ Replaceable Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in ~~Section~~ Sections 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to ~~Section~~ Sections 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and ~~participations in L/C Obligations and~~ (ii) deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ (for return to the Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding ~~Loans and participations in L/C Obligations~~Loans, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: First Lien Credit Agreement (V2X, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) ~~the Borrower becomes obligated~~ any Lender requests reimbursement for amounts owing pursuant to ~~pay additional amounts or indemnity payments described in~~ Section 3.01 or ~~3.05 (other than with respect to Other Taxes)~~ Section 3.03 as a result of any condition described in such Sections and Lender has declined or is unable to designate a different lending office in accordance with Section 3.01(e) or any Lender ceases to make ~~Eurocurrency Rate~~ Term SOFR Loans as a result of any condition described in Section ~~3.03~~ 3.02 or ~~3.04~~Section 3.03, (ii) any Lender becomes a Defaulting ~~Lender or~~ Lender, (iii) any Lender becomes a Non-Consenting Lender or (~~as defined below in this Section 3.08~~iv) ~~(collectively,~~ any Lender becomes a ~~“Replaceable~~ Non-Extending Lender”), then the ~~Borrower~~ Borrowers may, on ~~three Business Days’~~ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender by ~~causing~~ requiring such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (or, ~~in the case of a Non-Consenting Lender~~with respect to clause (iii) and clause (iv) above, all of its rights and obligations ~~under this Agreement~~ with respect to the ~~Facility~~ Class of Loans or ~~Facilities for which its consent~~ Commitments that is ~~required~~the subject of the related consent, waiver or amendment) to one or more Eligible ~~Assignees;~~ Assignees (provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such ~~Person or (ii) so long as no Default or Event of Default shall have occurred~~ Person; and ~~be continuing~~provided, ~~terminate the Commitment of such Lender or L/C Issuer~~further, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (iA) in the case of any such ~~replacement of~~assignment resulting from a claim for compensation under Section 3.03 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or ~~termination~~ payments and (B) in the case of ~~Commitments with respect to~~ any such assignment resulting from a Lender becoming a Non-Consenting Lender ~~such replacement~~ or ~~termination shall be sufficient (together with all other consenting Lenders including any other replacement~~ a Non-Extending Lender~~) to cause the adoption of~~ , the applicable ~~modification~~Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Restatement Agreement (NortonLifeLock Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) ~~the Borrower becomes obligated~~ any Lender requests reimbursement for amounts owing pursuant to ~~pay additional amounts or indemnity payments described in~~ Section ~~3.01 or 3.05 (other than with respect to Other Taxes)~~ 3.04 as a result of any condition described in such ~~Sections~~ Section, the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or any Lender ceases to make ~~Eurocurrency Rate~~ LIBOR Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower may, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be ~~paid~~ paid, in the case of clauses (i) and (iii) only, by the ~~Borrower in such instance unless waived by the Administrative Agent~~Borrower) all of its rights and obligations under this Agreement (or, ~~in the case of a Non-Consenting Lender~~with respect to clause (iii) above, all of its rights and obligations ~~under this Agreement~~ with respect to the ~~Facility~~ Class of Loans or ~~Facilities for which its consent~~ Commitments that is ~~required~~the subject of the related consent, waiver or amendment) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person or~~ Person; and provided further (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (iA) in the case of any such ~~replacement of~~assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or ~~termination~~ payments and (B) that in the case of ~~Commitments with respect to~~ any such assignment resulting from a Lender becoming a Non-Consenting ~~Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement~~ Lender~~) to cause the adoption of~~ , the applicable ~~modification~~Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents~~, (ii) in the case~~ . No such replacement shall be deemed to be a waiver of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by rights that the Borrower, the ~~assignee~~ Administrative Agent or any other Lender shall ~~become a Lender hereunder and~~ have against the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning replaced Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Surgical Care Affiliates, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender, (iii) any Lender elects not to be an Extending Revolving Credit Lender or (~~iii~~iv) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clause (i) or clause (iv)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by ~~such~~ the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iv). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (iHeartMedia, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 ~~or 3.05~~ (~~other than~~ with respect to ~~Other~~ Indemnified Taxes) or Section 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans or SXXXX Rate Loans as a result of any condition described in Section ~~3.03~~ 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting ~~Lender (as defined below in this Section 3.08) (collectively, a “Replaceable~~ Lender”), then the Borrower ~~may~~may so long as no Event of Default has occurred and is continuing, at its sole cost and expense, on ~~three~~ ten (10) Business Days’ prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender~~ Lender, (~~for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i~~x) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such ~~instance unless waived by the Administrative Agent~~instance) all of its rights and obligations under this Agreement (~~or,~~ in respect of any applicable Facility only in the case of ~~a Non-Consenting Lender~~clause (i) or, ~~all of its rights and obligations under this Agreement~~ with respect to ~~the Facility or Facilities for which its consent is required~~a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person~~ Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 (with respect to Indemnified Taxes), such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents; or (iiy) ~~so long as no Default or Event of Default shall have occurred and be continuing,~~ terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer (in respect of any applicable Facility only in the case of clause (i) or clause (iii)), as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing ~~(and the amount of all accrued interest and fees in respect thereof)~~ to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all ~~obligations~~ Obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by ~~such~~ the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that ~~(i)~~ in the case of any such ~~replacement of, or~~ termination of ~~Commitments with respect to~~ a Non-Consenting Lender such ~~replacement or~~ termination shall be sufficient (together with all other consenting ~~Lenders including any other replacement Lender~~Lenders) to cause the adoption of the applicable ~~modification~~departure, waiver or amendment of the Loan ~~Documents, (ii)~~ Documents and such termination shall be in respect of any applicable Facility only in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall clause (i) ~~execute and deliver an Assignment and Assumption~~ or, with respect to ~~such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and~~ a Class vote, clause (~~ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (for return to the Borrower~~iii). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Gates Industrial Corp PLC)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the ~~Borrower becomes~~ Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Parent Borrower may, on ~~three Business Days’ prior~~ written notice from the Parent Borrower to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the ~~Borrower~~ Borrowers in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the ~~Borrower~~ Borrowers to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the ~~Borrower~~ Borrowers owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the ~~Borrower~~ Borrowers owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the ~~Borrower~~ Borrowers having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) ~~shall~~ (i) ~~execute and deliver~~ need not be a party to an Assignment and Assumption ~~with respect~~ 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~~’s Commitment and outstanding Loans and participations in L/C Obligations~~ , provided that any such documents shall be without recourse to or warranty by the parties thereto and (ii) shall deliver any Notes evidencing such Loans to the ~~Borrower or the Administrative Agent~~ Borrowers (for return to the ~~Borrower)~~Borrowers) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the ~~Borrower~~Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the ~~Borrower~~ Borrowers shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (Paya Holdings Inc.)

Replacement of Lenders under Certain Circumstances. ~~(a)~~ If at any time (ia) the Borrower becomes obligated to pay additional amounts ~~or indemnity payments~~ described in ~~Section 3.01~~ subsection 2.16 or ~~3.05 (other than with respect to Other Taxes)~~ 2.17 as a result of any condition described in such ~~Sections~~ subsections or any Lender ceases to make ~~Eurocurrency Rate~~ Eurodollar Loans ~~as a result of any condition described in Section 3.03 or 3.04~~pursuant to subsection 2.16, (iib) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers, (c) any Lender becomes a ~~Defaulting Lender or (iii) any Lender becomes a~~ "Non-Consenting ~~Lender~~ Lender" (as defined below in this ~~Section 3.08~~subsection 2.20) or (~~collectively,~~ d) any Lender becomes a ~~“Replaceable~~ "Non-Funding Lender”)", then the Borrower may, on ~~three~~ ten Business Days’ ' prior written notice ~~from the Borrower~~ to the Administrative Agent and such ~~Lender (for the avoidance of doubt~~Lender, ~~such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i)~~ replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to ~~Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent~~subsection 10.6(c) all of its rights and obligations under this Agreement to a Lender or other entity selected by the Borrower and reasonably acceptable to the Administrative Agent (~~or,~~ and in the case of ~~a Non-Consenting Lender~~Revolving Credit Commitments or Revolving Loans, ~~all of its rights and obligations under this Agreement with respect~~ reasonably acceptable to the ~~Facility or Facilities~~ Issuing Lender and the Swingline Lender) for ~~which its consent is required)~~ a purchase price equal to ~~one or more Eligible Assignees;~~ the outstanding principal amount of such Lender's Loans and all accrued interest and fees and other amounts payable hereunder (including amounts payable under subsection 2.18 as though such Loans were being paid instead of being purchased), provided that (i) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such ~~Person or~~ entity, (ii) ~~so long as~~ in the event of a replacement of a Non-Consenting Lender or a Lender to which the Borrower becomes obligated to pay additional amounts pursuant to clause (a) of this subsection 2.20, in order for the Borrower to be entitled to replace such a Lender, such replacement must take place no ~~Default or Event of Default~~ later than 180 days after (A) the date the Non-Consenting Lender shall have ~~occurred~~ notified the Borrower and ~~be continuing~~the Administrative Agent of its failure to agree to any requested consent, ~~terminate~~ waiver or amendment or (B) the ~~Commitment~~ Lender shall have demanded payment of ~~such Lender or L/C Issuer~~additional amounts under one of the subsections described in clause (a) of this subsection 2.20, as the case may be, and (1iii) in no event shall the Lender hereby replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender hereby replaced pursuant to this Agreement. In the case of a replacement of a Lender ~~(other than an L/C Issuer), repay all Obligations of~~ to which the Borrower ~~owing~~ becomes obligated to pay additional amounts pursuant to clause (~~and~~ a) of this subsection 2.20, the ~~amount of all accrued interest and fees in respect thereof)~~ Borrower shall pay such additional amounts to such Lender ~~relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing~~ prior to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis. Any Lender being replaced ~~pursuant~~ and the payment of such additional amounts shall be a condition to ~~this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to~~ the replacement of such Lender~~’s Commitment and outstanding Loans and participations in L/C Obligations and~~ . In the event that (iix) ~~deliver any Notes evidencing such Loans to~~ the Borrower or the Administrative Agent ~~(for return~~ has requested the Lenders to consent to a departure or waiver of any provisions of the ~~Borrower). Pursuant~~ Loan Documents or to ~~such Assignment and Assumption~~agree to any amendment thereto, (Ay) the ~~assignee Lender shall acquire~~ consent, waiver or amendment in question requires the agreement of all Lenders in accordance with the terms of 65 60 subsection 10.1 or all the Lenders with respect to a ~~portion, as the case may be,~~ certain class of ~~the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to~~ the Loans and ~~participations~~ (~~and~~ z) Required Lenders or more than 50% of the ~~amount~~ class of ~~all accrued interest~~such Lenders have agreed to such consent, ~~fees and premiums in respect thereof) so assigned~~ waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be ~~paid~~ deemed a "Non-Consenting Lender". The Borrower's right to replace a Non-Funding Lender pursuant to this subsection 2.20 is, and shall be, in ~~full by the assignee Lender to such assigning Lender concurrently with such assignment~~ addition to, and ~~assumption~~ not in lieu of, all other rights and ~~(C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver~~ remedies available to the ~~assignee~~ Borrower against such Non-Funding Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, ~~which shall survive as to such assigning Lender. In connection with any such replacement~~at law, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lenderin equity, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06or by statute.

Appears in 1 contract

Samples: Credit Agreement (Lin Television Corp)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such ~~Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04~~Sections, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice ~~from the Borrower to the Administrative Agent and such Lender~~ (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)) from the Borrower to the Administrative Agent and such Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment or prepay the Loans of such Lender ~~or L/C Issuer, as the case may be,~~ and ~~(1)~~ in the case of a ~~Lender (other than an L/C Issuer)~~Lender, repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination ~~date and (2) in the case of an L/C Issuer~~date; provided, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided further, that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such ~~Lender~~Xxxxxx’s Commitment and outstanding Loans and ~~participations in L/C Obligations and~~ (ii) subject to clause (C) below, deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ (for return to the Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s ~~Commitment and outstanding Loans and participations in L/C Obligations~~Commitment, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning ~~Lender~~ Xxxxxx shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section ~~3.06~~3.05.

Appears in 1 contract

Samples: Credit Agreement (Farfetch LTD)

Replacement of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender (a) ~~If at~~ that requests reimbursement for amounts owing pursuant to Sections 2.13 or 2.14 (for itself or its Participant) or for which amounts are otherwise payable by the Borrower pursuant to Section 2.14, (b) that is affected in the manner described in Section 2.12 and as a result thereof any ~~time~~ 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 (d) that does not consent to 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) ~~the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than~~ such replacement does not conflict with ~~respect to Other Taxes) as a result~~ any Requirement of ~~any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04~~Law, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no ~~Default or~~ Event of Default shall have occurred and be ~~continuing, terminate~~ continuing at the ~~Commitment~~ 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, participations in LC Disbursements, participating interests in Swingline Loans, Swingline Participation Amounts and other amounts owing to such replaced Lender on or ~~L/C Issuer~~prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any 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, 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 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 Sections 2.13 or 2.14, as the case may be, and (1viii) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement ofshall not be deemed to be a waiver of any rights which the Borrower, the Administrative Agent or ~~termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including~~ any other ~~replacement~~ Lender shall have against the replaced Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents, (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the future and (iii) the . The Borrower shall have the right to terminate in full the ~~Revolving Credit Commitments~~ 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 ~~Defaulting Lender on a non-pro rata basis. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to~~ such termination, such Removed Lender’s Commitment shall terminate and ~~outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to~~ the Borrower ~~or the Administrative Agent (for return to the Borrower). Pursuant~~ shall pay all amounts owed to such ~~Assignment and Assumption, (A) the assignee~~ Removed Lender ~~shall acquire all or a portion, as the case may be,~~ hereunder. Upon termination of ~~the assigning~~ such Removed Lender’s Commitment ~~and outstanding Loans and participations~~ in ~~L/C Obligations~~accordance with this Section 2.17, ~~(B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to~~ such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Removed Lender shall cease to ~~constitute~~ be a ~~Lender hereunder~~ party hereto, and upon such termination of such Removed Lender’s Commitment in accordance with ~~respect to~~ this 2.17, the Total Commitments shall be reduced by the amount of such ~~assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning~~ Removed Lender’s Commitment. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days The termination of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part Commitment of ~~the Replaceable Lender. In connection with the replacement of any~~ a Removed Lender pursuant to this Section ~~3.08(a)~~2.17 shall not be deemed to be a waiver of any right that (x) the Borrower, the ~~Borrower shall pay to~~ Administrative Agent or any other Lender may have against such Removed Lender or (y) such ~~amounts as~~ Removed Lender may have against the Borrower. For the avoidance of doubt, participating interests in Letters of Credit and Swingline Loans will be ~~required~~ 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 ~~3.06~~2.17 shall be effective unless the participating interests in Letters of Credit and Swingline Loans are so reallocated or the Issuing Lenders and Swingline Lenders are otherwise satisfied the existing and future LC Exposure and Swingline Exposure will be covered by the Commitments of the remaining non-Defaulting Lenders and/or cash collateralized by the Borrower.

Appears in 1 contract

Samples: Credit Agreement

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower ~~becomes~~ become obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three (3) Business Days’ prior written notice from the Borrower to the Administrative Agent and such ~~Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to the Lenders for consent)~~Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other replacement Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ (for return to the Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two (2) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (PurposeBuilt Brands, Inc.)

Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.05 (other than with respect to Other Taxes) as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.03 or 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.08) (collectively, a “Replaceable Lender”), then the Borrower may, on three Business Days’ prior written notice from the Borrower to the Administrative Agent and such Lender (for the avoidance of doubt, such notice shall be deemed provided on the same day that an amendment or waiver is posted to ~~the~~ Lenders for consent), either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the ~~assignment~~ processing and recordation fee to be paid by the Borrower in such instance unless waived by the Administrative Agent) all of its rights and obligations under this Agreement (or, in the case of a Non-Consenting Lender, all of its rights and obligations under this Agreement with respect to the Facility or Facilities for which its consent is required) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender or L/C ~~Issuer~~Issuer or prepay the Loans, as the case may be, and (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect thereof) to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and ~~cancel or backstop on terms satisfactory to such L/C Issuer~~ Cash Collateralize any Letters of Credit issued (or arranged) by it; provided that (i) in the case of any such replacement of, or termination of Commitments with respect to a Non-Consenting Lender such replacement or termination shall be sufficient (together with all other consenting Lenders including any other ~~replacement~~ Replaceable Lender) to cause the adoption of the applicable modification, waiver or amendment of the Loan ~~Documents,~~ Documents and (ii) in the case of any such replacement as a result of the Borrower having become obligated to pay amounts described in Section 3.01 or 3.05, such replacement would eliminate or reduce payments pursuant to Section 3.01 or 3.05, as applicable, in the ~~future and (iii) the Borrower shall have the right to terminate the Revolving Credit Commitments of any Defaulting Lender on a non-pro rata basis~~future. Any Lender being replaced pursuant to this Section 3.08(a) shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and (ii) deliver any Notes evidencing such Loans to the Borrower ~~or the Administrative Agent~~ (for return to the Borrower)) or the Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations, (B) all Obligations relating to the Loans and participations (and the amount of all accrued interest, fees and premiums in respect thereof) 157 so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to this Section 3.08(a), the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.06.

Appears in 1 contract

Samples: Credit Agreement (KLDiscovery Inc.)

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