Common use of Replacement of Purchase Groups Clause in Contracts

Replacement of Purchase Groups. If (i) any Purchaser or Funding Source requests compensation under Section 10.2(a), (ii) any Committed Purchaser becomes a Defaulting Committed Purchaser or ceases to have a short-term debt rating of “A-1” or better by S&P or “P-1” or better by Xxxxx’x or (iii) any Managing Agent or Purchaser fails to consent to any proposed amendment, modification, waiver or consent with respect to any provision hereof that requires the unanimous approval of all Managing Agents or Purchasers, or the approval of each of the Managing Agents or Purchasers affected thereby (in each case in accordance with Section 14.1), and the consent of the Required Managing Agents shall have been obtained with respect to such amendment, modification, waiver or consent, then Seller may, at its sole expense and effort (including payment of any applicable processing and recordation fees), upon notice to the related Managing Agent and the Administrative Agent, require each Purchaser in such Managing Agent’s Purchase Group assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.1), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Conduit Purchaser or Committed Purchaser, as applicable, if a Conduit Purchaser or Committed Purchaser accepts such assignment); provided, that (x) Seller shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a member of a Purchase Group hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (y) each member of such assigning Purchase Group shall have received payment of an amount equal to all outstanding Capital, L/C Obligations, accrued CP Costs and Yield in respect thereof, accrued fees and all other Aggregate Unpaids payable to it hereunder, from the assignee (to the extent of such outstanding Capital) or Seller (in the case of all other amounts) and (z) in the case of any such assignment resulting from a claim for compensation under Section 10.2(a), such assignment will result in a reduction in such compensation or payments. A Purchaser shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Purchaser or otherwise, the circumstances entitling Seller to require such assignment and delegation cease to exist.

Replacement of Purchase Groups. If (i) any Purchaser or Funding Source requests compensation under Section 10.2(a), (ii) any Committed Purchaser becomes a Defaulting Committed Purchaser or ceases to have a short-term debt rating of “A-1A‑1” or better by S&P or “P-1P‑1” or better by Xxxxx’x (in the case of Fifth Third Bank, “A‑2” or better by S&P or “P‑2” or better by Xxxxx’x) (iii) a Managing Agent delivers a Delayed Purchase Notification on behalf of its Purchase Group, or (iiiiv) any Managing Agent or Purchaser fails to consent to any proposed amendment, modification, waiver or consent with respect to any provision hereof that requires the unanimous approval of all Managing Agents or Purchasers, or the approval of each of the Managing Agents or Purchasers affected thereby (in each case in accordance with Section 14.1), and the consent of the Required Managing Agents shall have been obtained with respect to such amendment, modification, waiver or consent, then Seller may, at its sole expense and effort (including payment of any applicable processing and recordation fees), upon notice to the related Managing Agent and the Administrative Agent, require each Purchaser in such Managing Agent’s Purchase Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.1), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Conduit Purchaser or Committed Purchaser, as applicable, if a Conduit Purchaser or Committed Purchaser accepts such assignment); provided, that (x) Seller shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a member of a Purchase Group hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (y) each member of such assigning Purchase Group shall have received payment of an amount equal to all outstanding Capital, L/C Obligations, accrued CP Costs and Yield in respect thereof, accrued fees and all other Aggregate Unpaids payable to it hereunder, from the assignee (to the extent of such outstanding Capital) or Seller (in the case of all other amounts) and (z) in the case of any such assignment resulting from a claim for compensation under Section 10.2(a), such assignment will result in a reduction in such compensation or payments. A Purchaser shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Purchaser or otherwise, the circumstances entitling Seller to require such assignment and delegation cease to exist.

Replacement of Purchase Groups. If (i) any Purchaser or Funding Source requests compensation under Section 10.2(a), (ii) any Committed Purchaser becomes a Defaulting Committed Purchaser or Conduit Purchaser’s Commercial Paper ceases to have a short-term debt rating of “A-1” or better by S&P or S&P, “P-1” or better by Xxxxx’x or “F-1” or better from Fitch Ratings (but only if such Conduit Purchaser’s Commercial Paper is then rated by such Rating Agency, (ii) any Purchase Group includes a Defaulting Purchaser, or (iii) any Managing Agent Purchase Group makes an claim for indemnity pursuant to Section 2.14 (but not all Purchase Groups make such a claim)], as long as no Potential Termination Event or Purchaser fails to consent Termination Event then exists (or would occur after giving effect to any proposed amendment, modification, waiver or consent with respect to any provision hereof that requires the unanimous approval termination of all Managing Agents or Purchasers, or the approval of each of the Managing Agents or Purchasers affected thereby (in each case in accordance with Section 14.1), and the consent of the Required Managing Agents shall have been obtained with respect to such amendment, modification, waiver or consent, then Seller may, at its sole expense and effort (including payment of any applicable processing and recordation feesa Purchase Group), upon notice to the related Managing Facility Agent and the Administrative Agent, the Seller shall have the right to terminate the interests, rights and obligations of such Purchaser and its Purchase Group or require each Purchaser in such Managing Facility Agent’s Purchase Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.1)recourse, all of its respective interests, rights and obligations under this Agreement to an assignee Eligible Purchaser, or other Purchaser acceptable to the Administrative Agent, that shall assume such obligations (which assignee may be another Conduit Purchaser or Committed Purchaserexecute an Assumption Agreement and, as if applicable, if shall not have the same cause to make a Conduit Purchaser claim for indemnity pursuant to Section 2.14 or Committed Purchaser accepts such assignment)Section 10.02; provided, that (x) Seller shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a member of a Purchase Group hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (y) each member of such terminated or assigning Purchase Group shall have received payment of an amount equal to all outstanding CapitalNet Investment, L/C Obligations, accrued CP Costs and Yield in respect thereof, accrued and unpaid fees and all other Aggregate Unpaids payable to it hereunder, from the assignee Seller or the assignee, as the case may be; and provided further, that if such terminated or assigning Purchase Group includes an LC Bank whose Letters of Credit will remain outstanding after such termination or assignment, as applicable, (i) the Seller makes a deposit to the XX Xxxx Collateral Account in an amount equal to the aggregate Stated Amount of such outstanding and undrawn Letters of Credit and (ii) such LC Bank (a) will remain a party hereto and shall continue to have the rights and obligations of an LC Bank under this Agreement with respect to Letters of Credit issued by it prior to such termination or assignment, other than the right to receive the Used Fee or the Unused Fee, and (b) will have no LC Bank Sublimit and no obligation to issue additional Letters of Credit. The Seller agrees to use commercially reasonable efforts to cause the Letters of Credit issued by a LC Bank which is a member of a terminated or assigning Purchase Group to be terminated and replaced. The Administrative Agent shall (1) apply funds deposited to the XX Xxxx Collateral Account pursuant to this Section 11.08 to satisfy, as necessary, the Seller’s Reimbursement Obligations or the Required XX Xxxx Collateral Amount, and (2) transfer funds deposited in the XX Xxxx Collateral Account pursuant to this Section 11.08 to the Seller to the extent they exceed the sum of such the aggregate Stated Amount of the outstanding Capital) or Seller (and undrawn Letters of Credit of the XX Xxxxx in the case terminated or assigning Purchase Group and the amounts drawn on such Letters of all other amounts) and (z) in the case of any Credit which have been reimbursed to such assignment resulting from a claim for compensation under Section 10.2(a), such assignment will result in a reduction in such compensation or payments. A Purchaser shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Purchaser or otherwise, the circumstances entitling Seller to require such assignment and delegation cease to existXX Xxxxx.

Replacement of Purchase Groups. If (i) any Purchaser or Funding Source requests compensation under Section 10.2(a), (ii) any Committed Purchaser becomes a Defaulting Committed Purchaser or ceases to have a short-term debt rating of “A-1A‑1” or better by S&P or “P-1P‑1” or better by Xxxxx’x (in the case of Fifth Third Bank, National Association, “A‑2” or better by S&P or “P‑2” or better by Xxxxx’x) (iii) a Managing Agent delivers a Delayed Purchase Notification on behalf of its Purchase Group, or (iiiiv) any Managing Agent or Purchaser fails to consent to any proposed amendment, modification, waiver or consent with respect to any provision hereof that requires the unanimous approval of all Managing Agents or Purchasers, or the approval of each of the Managing Agents or Purchasers affected thereby (in each case in accordance with Section 14.1), and the consent of the Required Managing Agents shall have been obtained with respect to such amendment, modification, waiver or consent, then Seller may, at its sole expense and effort (including payment of any applicable processing and recordation fees), upon notice to the related Managing Agent and the Administrative Agent, require each Purchaser in such Managing Agent’s Purchase Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.1), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Conduit Purchaser or Committed Purchaser, as applicable, if a Conduit Purchaser or Committed Purchaser accepts such assignment); provided, that (x) Seller shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a member of a Purchase Group hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (y) each member of such assigning Purchase Group shall have received payment of an amount equal to all outstanding Capital, L/C Obligations, accrued CP Costs and Yield in respect thereof, accrued fees and all other Aggregate Unpaids payable to it hereunder, from the assignee (to the extent of such outstanding Capital) or Seller (in the case of all other amounts) and (z) in the case of any such assignment resulting from a claim for compensation under Section 10.2(a), such assignment will result in a reduction in such compensation or payments. A Purchaser shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Purchaser or otherwise, the circumstances entitling Seller to require such assignment and delegation cease to exist.. ARTICLE XIII

Replacement of Purchase Groups. If (i) any Purchaser or Funding Source requests compensation under Section 10.2(a), (ii) any Committed Purchaser becomes a Defaulting Committed Purchaser or ceases to have a short-term debt rating of “A-1” or better by S&P or “P-1” or better by Xxxxx’x (in the case of Fifth Third Bank, “A-2” or better by S&P or “P-2” or better by Xxxxx’x) (iii) a Managing Agent delivers a Delayed Purchase Notification on behalf of its Purchase Group, or (iiiiv) any Managing Agent or Purchaser fails to consent to any proposed amendment, modification, waiver or consent with respect to any provision hereof that requires the unanimous approval of all Managing Agents or Purchasers, or the approval of each of the Managing Agents or Purchasers affected thereby (in each case in accordance with Section 14.1), and the consent of the Required Managing Agents shall have been obtained with respect to such amendment, modification, waiver or consent, then Seller may, at its sole expense and effort (including payment of any applicable processing and recordation fees), upon notice to the related Managing Agent and the Administrative Agent, require each Purchaser in such Managing Agent’s Purchase Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.1), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Conduit Purchaser or Committed Purchaser, as applicable, if a Conduit Purchaser or Committed Purchaser accepts such assignment); provided, that (x) Seller shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a member of a Purchase Group hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (y) each member of such assigning Purchase Group shall have received payment of an amount equal to all outstanding Capital, L/C Obligations, accrued CP Costs and Yield in respect thereof, accrued fees and all other Aggregate Unpaids payable to it hereunder, from the assignee (to the extent of such outstanding Capital) or Seller (in the case of all other amounts) and (z) in the case of any such assignment resulting from a claim for compensation under Section 10.2(a), such assignment will result in a reduction in such compensation or payments. A Purchaser shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Purchaser or otherwise, the circumstances entitling Seller to require such assignment and delegation cease to exist.

Replacement of Purchase Groups. If (i) any Purchaser or Funding Source requests compensation under Section 10.2(a), (ii) any Committed Purchaser becomes a Defaulting Committed Purchaser or Conduit Purchaser’s Commercial Paper ceases to have a short-term debt rating of “A-1” or better by S&P or S&P, “P-1” or better by Xxxxx’x and “F-1” or better from Fitch Ratings (but only if such Conduit Purchaser’s Commercial Paper is then rated by such Rating Agency) or (iiiii) any Managing Agent Purchase Group includes a Defaulting Purchaser, as long as no Potential Termination Event or Purchaser fails to consent Termination Event then exists (or would occur after giving effect to any proposed amendment, modification, waiver or consent with respect to any provision hereof that requires the unanimous approval termination of all Managing Agents or Purchasers, or the approval of each of the Managing Agents or Purchasers affected thereby (in each case in accordance with Section 14.1), and the consent of the Required Managing Agents shall have been obtained with respect to such amendment, modification, waiver or consent, then Seller may, at its sole expense and effort (including payment of any applicable processing and recordation feesa Purchase Group), upon notice to the related Managing Facility Agent and the Administrative Agent, the Seller shall have the right to terminate the interests, rights and obligations of such Purchaser and its Purchase Group or require each Purchaser in such Managing Facility Agent’s Purchase Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.111.02 hereof), all of its respective interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Conduit Purchaser or Committed Purchaser, as applicable, if a Conduit Purchaser or Committed Purchaser accepts such assignment)obligations; provided, that (x) Seller shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a member of a Purchase Group hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (y) each member of such terminated or assigning Purchase Group shall have received payment of an amount equal to all outstanding CapitalNet Investment, L/C ObligationsParticipation Advances, accrued CP Costs and Yield in respect thereof, accrued and unpaid fees and all other Aggregate Unpaids payable to it hereunder, from the assignee Seller or the assignee, as the case may be; and provided further, that (i) if the Purchase Group proposed to be terminated without replacement includes an LC Bank whose Letters of Credit would remain outstanding after such termination, such termination will be permissible only if the Aggregate Exposure Amount would not exceed the Maximum Net Investment, in each case, after giving effect to the extent termination of such outstanding Capital) or Seller (in Purchase Group and the case associated repayments to it and reduction of all other amounts) its Purchase Group Maximum Net Investment and the Maximum Net Investment and (zii) in the case if such terminated or assigning Purchase Group includes an LC Bank whose Letters of any Credit will remain outstanding after such assignment resulting from a claim for compensation under Section 10.2(a)termination or assignment, as applicable, such assignment LC Bank (a) will result in remain a reduction in party hereto and shall continue to have the rights and obligations of an LC Bank under this Agreement with respect to Letters of Credit issued by it prior to such compensation termination or paymentsassignment, other than the right to receive the Used Fee or the Unused Fee, and (b) will have no LC Bank Sublimit and no obligation to issue additional Letters of Credit. A Purchaser shall not be required The Seller agrees to make any such assignment and delegation if, prior thereto, as use commercially reasonable efforts to cause the Letters of Credit issued by a result LC Bank which is a member of a waiver by such Purchaser terminated or otherwise, the circumstances entitling Seller assigning Purchase Group to require such assignment be terminated and delegation cease to existreplaced.

Replacement of Purchase Groups. If (i) any Purchaser or Funding Source requests compensation under Section 10.2(a), (ii) any Committed Purchaser becomes a Defaulting Committed Purchaser or Conduit Purchaser’s Commercial Paper ceases to have a short-term debt rating of “A-1” or better by S&P or S&P, “P-1” or better by Xxxxx’x Moody’s or “F-1” or better from Fitch Ratings (but only if such Conduit Purchaser’s Commercial Paper is then rated by such Rating Agency, (ii) any Purchase Group includes a Defaulting Purchaser, or (iii) any Managing Agent Purchase Group makes an claim for indemnity pursuant to Section 2.14 (but not all Purchase Groups make such a claim)], as long as no Potential Termination Event or Purchaser fails to consent Termination Event then exists (or would occur after giving effect to any proposed amendment, modification, waiver or consent with respect to any provision hereof that requires the unanimous approval termination of all Managing Agents or Purchasers, or the approval of each of the Managing Agents or Purchasers affected thereby (in each case in accordance with Section 14.1), and the consent of the Required Managing Agents shall have been obtained with respect to such amendment, modification, waiver or consent, then Seller may, at its sole expense and effort (including payment of any applicable processing and recordation feesa Purchase Group), upon notice to the related Managing Facility Agent and the Administrative Agent, the Seller shall have the right to terminate the interests, rights and obligations of such Purchaser and its Purchase Group or require each Purchaser in such Managing Facility Agent’s Purchase Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.1)recourse, all of its respective interests, rights and obligations under this Agreement to an assignee Eligible Purchaser, or other Purchaser acceptable to the Administrative Agent, that shall assume such obligations (which assignee may be another Conduit Purchaser or Committed Purchaserexecute an Assumption Agreement and, as if applicable, if shall not have the same cause to make a Conduit Purchaser claim for indemnity pursuant to Section 2.14 or Committed Purchaser accepts such assignment)Section 10.02; provided, that (x) Seller shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a member of a Purchase Group hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (y) each member of such terminated or assigning Purchase Group shall have received payment of an amount equal to all outstanding CapitalNet Investment, L/C Obligations, accrued CP Costs and Yield in respect thereof, accrued and unpaid fees and all other Aggregate Unpaids payable to it hereunder, from the assignee Seller or the assignee, as the case may be; and provided further, that if such terminated or assigning Purchase Group includes an LC Bank whose Letters of Credit will remain outstanding after such termination or assignment, as applicable, (i) the Seller makes a deposit to the extent of such outstanding Capital) or Seller (XX Xxxx Collateral Account in an amount equal to the case of all other amounts) and (z) in the case of any such assignment resulting from a claim for compensation under Section 10.2(a), such assignment will result in a reduction in such compensation or payments. A Purchaser shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Purchaser or otherwise, the circumstances entitling Seller to require such assignment and delegation cease to exist.aggregate

Replacement of Purchase Groups. If (i) any Purchaser or Funding Source requests compensation under Section 10.2(a), (ii) any Committed Purchaser becomes a Defaulting Committed Purchaser or Conduit Purchaser’s Commercial Paper ceases to have a short-term debt rating of “A-1” or better by S&P or S&P, “P-1” or better by Xxxxx’x or “F-1” or better from Fitch Ratings (but only if such Conduit Purchaser’s Commercial Paper is then rated by such Rating Agency, (ii) any Purchase Group includes a Defaulting Purchaser, (iii) any Managing Agent Purchaser that has delayed a pending Purchase to a Deferred Purchase Date, or Purchaser fails (iv) any Purchase Group makes an claim for indemnity pursuant to consent Section 2.14 (but not all Purchase Groups make such a claim)], as long as no Potential Termination Event or Termination Event then exists (or would occur after giving effect to any proposed amendment, modification, waiver or consent with respect to any provision hereof that requires the unanimous approval termination of all Managing Agents or Purchasers, or the approval of each of the Managing Agents or Purchasers affected thereby (in each case in accordance with Section 14.1), and the consent of the Required Managing Agents shall have been obtained with respect to such amendment, modification, waiver or consent, then Seller may, at its sole expense and effort (including payment of any applicable processing and recordation feesa Purchase Group), upon notice to the related Managing Facility Agent and the Administrative Agent, the Seller shall have the right to terminate the interests, rights and obligations of such Purchaser and its Purchase Group or require each Purchaser in such Managing Facility Agent’s Purchase Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.1)recourse, all of its respective interests, rights and obligations under this Agreement to an assignee Eligible Purchaser, or other Purchaser acceptable to the Administrative Agent, that shall assume such obligations (which assignee may be another Conduit Purchaser or Committed Purchaserexecute an Assumption Agreement and, as if applicable, if shall not have the same cause to make a Conduit Purchaser claim for indemnity pursuant to Section 2.14 or Committed Purchaser accepts such assignment)Section 10.02; provided, that (x) Seller shall have received the prior written consent of the Administrative Agent with respect to any assignee that is not already a member of a Purchase Group hereunder, which consent shall not unreasonably be withheld, conditioned or delayed, (y) each member of such terminated or assigning Purchase Group shall have received payment of an amount equal to all outstanding CapitalNet Investment, L/C Obligations, accrued CP Costs and Yield in respect thereof, accrued and unpaid fees and all other Aggregate Unpaids payable to it hereunder, from the assignee Seller or the assignee, as the case may be; and provided further, that if such terminated or assigning Purchase Group includes an LC Bank whose Letters of Credit will remain outstanding after such termination or assignment, as applicable, (i) the Seller makes a deposit to the XX Xxxx Collateral Account in an amount equal to the aggregate Stated Amount of such outstanding and undrawn Letters of Credit and (ii) such LC Bank (a) will remain a party hereto and shall continue to have the rights and obligations of an LC Bank under this Agreement with respect to Letters of Credit issued by it prior to such termination or assignment, other than the right to receive the Used Fee or the Unused Fee, and (b) will have no LC Bank Sublimit and no obligation to issue additional Letters of Credit. The Seller agrees to use commercially reasonable efforts to cause the Letters of Credit issued by a LC Bank which is a member of a terminated or assigning Purchase Group to be terminated and replaced. The Administrative Agent shall (1) apply funds deposited to the XX Xxxx Collateral Account pursuant to this Section 11.08 to satisfy, as necessary, the Seller’s Reimbursement Obligations or the Required XX Xxxx Collateral Amount, and (2) transfer funds deposited in the XX Xxxx Collateral Account pursuant to this Section 11.08 to the Seller to the extent they exceed the sum of such the aggregate Stated Amount of the outstanding Capital) or Seller (and undrawn Letters of Credit of the XX Xxxxx in the case terminated or assigning Purchase Group and the amounts drawn on such Letters of all other amounts) and (z) in the case of any Credit which have been reimbursed to such assignment resulting from a claim for compensation under Section 10.2(a), such assignment will result in a reduction in such compensation or payments. A Purchaser shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Purchaser or otherwise, the circumstances entitling Seller to require such assignment and delegation cease to existXX Xxxxx.