Replacement of Non-Extending Lenders. The Borrower shall have the right at any time on or prior to the relevant Extension Date to replace any Lender which has not consented to the Extension Request (each, a “Non-Extending Lender”) pursuant to Section 3.13.
Replacement of Non-Extending Lenders. Borrower shall have the right at any time on, prior to or following the relevant Extension Date to replace any non-extending Lender with, and otherwise add to this Agreement, one or more other lenders (which may include any Lender) (each an “Additional Commitment Lender”) in each case with the consent of Administrative Agent, each LC Issuing Bank and each Swingline Lender (such consent, in each case, not to be unreasonably withheld). Each Additional Commitment Lender which has been so approved shall enter into an agreement in form and substance satisfactory to Borrower and Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the Extension Date (or the effective date of such replacement if later), undertake a Commitment and (if not already a Lender under this Agreement) become a Lender hereunder (and, if such Additional Commitment Lender is already a Lender, agree to increase its Commitment hereunder) in the agreed amount as long as each Non-extending Lender being replaced is paid in full.
Replacement of Non-Extending Lenders. Subject to the satisfaction of the minimum extension requirement in Section 2.17(d) and the other conditions to the effectiveness of any such extension set forth in Section 2.17(f), the Borrower shall have the right (but not the obligation), in its sole discretion, to, no later than the date that occurs sixty (60) days following the applicable Anniversary Date, elect to replace any Non-Extending Lender pursuant to Section 10.13 by causing such Non-Extending Lender to assign and delegate, without recourse, its interests, rights and obligations as a Revolving Lender to one or more existing Revolving Lenders or Eligible Assignees (provided, that, the applicable existing Revolving Lender or Eligible Assignee agrees to the extension of the Current Revolving Maturity Date as requested by the Borrower).
Replacement of Non-Extending Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with one or more financial institutions (each, an “Additional Extension Lender”) in accordance with Section 10.13. Each such Additional Extension Lender shall, effective on or before the Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Extension Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such effective date). Prior to any Non-Extending Lender being replaced by one or more Additional Extension Lenders pursuant hereto, such Non-Extending Lender may by written notice to the Administrative Agent and the Company (which notice shall set forth such Lender’s requested new Maturity Date), request (a “Non-Extending Lender Request”) that the Company agree that such Non-Extending Lender may become an Extending Lender. The Company may, in its sole discretion, agree that such Non-Extending Lender may become an Extending Lender, such agreement to be evidenced by a written notice from the Company to the Administrative Agent and such Non-Extending Lender given within five (5) Business Days of receipt by the Company of the applicable Non-Extending Lender Request. If the Company shall fail to provide such a notice within the prescribed time period, then the Company shall be deemed not to have agreed to permit such Non-Extending Lender to become an Extending Lender.
Replacement of Non-Extending Lenders. Subject to the satisfaction of the minimum extension requirement in Section 2.14(d) and the other conditions to the effectiveness of any such extension set forth in Section 2.14(f), the Borrowers shall have the right (but not the obligation), in their sole discretion, to, no later than the date that occurs sixty (60) days following the applicable Anniversary Date, elect to replace any Non-Extending Lender by causing such Non-Extending Lender to assign and delegate, without recourse, its interests, rights and obligations as a Lender under this Agreement and the related Loan Documents to one or more existing Lenders or Eligible Assignees pursuant to the terms of Section 11.13.
Replacement of Non-Extending Lenders. If any Lender is a Non-Extending Lender under §3.4, then BGI, Xxxxxx Luxembourg and/or Xxxxxx Switzerland, as the case may be, may at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, this §15), all of its interests, rights and obligations under this Credit Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a) the applicable Borrower, shall have paid to the Administrative Agent the assignment fee specified in this §15;
(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Letter of Credit Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under §16.3) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);
(c) such assignment does not conflict with applicable laws.
Replacement of Non-Extending Lenders. In the event of any extension of the Existing Maturity Date pursuant to Section 3.06(b)(ii), the Borrower shall have the right on or before the Existing Maturity Date, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 12.04) all its interests, rights (other than its rights to payments pursuant to Section 5.01, Section 5.02, Section 5.03 or Section 12.03 arising prior to the effectiveness of such assignment) and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender by the Borrower, which may include any existing Lender (each a “Replacement Lender”); provided that (i) such Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (such approvals to not be unreasonably withheld) to the extent the consent of the Administrative Agent or the Issuing Banks would be required to effect an assignment under Section 12.04(b), (ii) such assignment shall become effective as of a date specified by the Borrower (which shall not be later than the Existing Maturity Date in effect for such Non-extending Lender prior to the effective date of the requested extension) and (iii) the Replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the outstanding principal amount Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such date.
Replacement of Non-Extending Lenders. Borrower shall have the right at any time on or prior to the relevant Extension Date to replace any non-extending Lender with, and otherwise add to this Agreement, one or more other lenders (which may include any Lender) (each an “Additional Commitment Lender”) in each case with the consent of Administrative Agent (such consent not to be unreasonably withheld) and each LC Issuing Bank. Each Additional Commitment Lender which has been so approved shall enter into an agreement in form and substance satisfactory to Borrower and Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the Extension Date, undertake a Commitment and (if not already a Lender under this Agreement) become a Lender hereunder (and, if such Additional Commitment Lender is already a Lender, agree to increase its Commitment hereunder) in the agreed amount as long as each Non-extending Lender being replaced is paid in full.
Replacement of Non-Extending Lenders. The Borrower shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each as an Assuming Lender) as provided in Section 8.07; provided that, each Assuming Lender shall enter into an Assignment and Assumption pursuant to which each such Assuming Lender shall take an assignment from a Non-Extending Lender .
Replacement of Non-Extending Lenders. The Borrower shall have the right on or before the Existing Commitment Termination Date to replace each Non-extending Lender with, and otherwise add to this Agreement, one or more other lenders (which may include any Lender, each prior to the Existing Commitment Termination Date an "Additional Commitment Lender") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the Existing Commitment Termination Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender's Commitment hereunder on such date).
