Common use of Replacement of Purchaser Clause in Contracts

Replacement of Purchaser. Within forty-five (45) days after: (i) receipt by the Issuer of written notice and demand from any Purchaser (an “Affected Purchaser”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Purchaser (other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Note Document in which Required Purchasers have already consented to such amendment, waiver or modification but the consent of each Purchaser (or each Purchaser directly affected thereby, as applicable) is required with respect thereto, the Issuer may, at its option, notify such Affected Purchaser (or such non-consenting Purchaser) of the Issuer’s intention to obtain, at the Issuer’s expense, a replacement Purchaser (“Replacement Purchaser”) for such Affected Purchaser (or such non-consenting Purchaser), which Replacement Purchaser shall be reasonably satisfactory to the Required Purchasers. In the event the Issuer obtains a Replacement Purchaser within forty-five (45) days following notice of its intention to do so, the Affected Purchaser (or such non-consenting Purchaser) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Purchaser, at par, provided that the Issuer has reimbursed such Affected Purchaser for its increased costs, if any, for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Purchaser does not execute an Assignment pursuant to Section 9.9 within five (5) Business Days after receipt by such replaced Purchaser of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Purchaser of an Assignment evidencing an assignment pursuant to this Section 9.22, the Issuer shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Purchaser, and any such Assignment so executed by the Issuer and the Replacement Purchaser, shall be effective for purposes of this Section 9.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Purchaser shall no longer constitute a “Purchaser” for purposes hereof; provided that any rights of such replaced Purchaser to indemnification hereunder shall survive.

Replacement of Purchaser. Within forty-five (45) days after: (i) receipt by the Issuer of written notice and demand from any Purchaser (an “Affected Purchaser”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; becoming a Non-Funding Purchaser and failing to cure such status or (ii) any failure by any Purchaser (other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Note Document in which Required Purchasers have already consented to such amendment, waiver or modification but the consent of each Purchaser (or each Purchaser directly affected thereby, as applicable) is required with respect thereto, the Issuer Agent may, at its option, notify such Affected Purchaser (or such defaulting or non-consenting Purchaser, as the case may be) of the Issuer’s intention to obtain, at the Issuer’s expense, obtain a replacement Purchaser (“Replacement Purchaser”) for such Affected Purchaser (or such defaulting or non-consenting Purchaser, as the case may be), which Replacement Purchaser shall be reasonably satisfactory to the Required PurchasersAgent. In the event the Issuer obtains a Replacement Purchaser is obtained within forty-five (45) days following notice of its Agent’s intention to do so, the Affected Purchaser (or such defaulting or non-consenting Purchaser, as the case may be) shall sell and assign its Term Loans Notes and Term Loan Commitments Note Purchase Commitment to such Replacement Purchaser, at parpar (or, if the relevant amendment, waiver of modification results in a payment of any portion of the Notes or reduction in any Note Purchase Commitment, the payment of which would require the fee set forth in 1.9(d), at the premium provided for in 1.9(d)), provided that the Issuer has Issuers have reimbursed such Affected Purchaser for its increased costs, if any, costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Purchaser does not execute an Assignment pursuant to Section 9.9 within five (5) Business Days after receipt by such replaced Purchaser of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Purchaser of an Assignment evidencing an assignment pursuant to this Section 9.22, the Issuer Agent shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Purchaser, and any such Assignment so executed by the Issuer Agent and the Replacement Purchaser, shall be effective for purposes of this Section 9.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Purchaser that is a Non-Funding Purchaser or an Impacted Purchaser, the Agent may obtain a Replacement Purchaser and execute an Assignment on behalf of such Non-Funding Purchaser or an Impacted Purchaser at any time and without prior notice to such Non-Funding Purchaser or an Impacted Purchaser and cause its Notes and Note Purchase Commitment to be sold and assigned at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Purchaser shall no longer constitute a “Purchaser” for purposes hereof; provided that provided, any rights of such replaced Purchaser to indemnification hereunder shall survive.

Replacement of Purchaser. Within forty-five (45) days after: (i) receipt by the Issuer of written notice and demand from any Purchaser (an “Affected Purchaser”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Purchaser (other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Note Document in which Required Purchasers have already consented to such amendment, waiver or modification but the consent of each Purchaser (or each Purchaser directly affected thereby, as applicable) is required with respect thereto, the Issuer may, at its option, notify such Affected Purchaser (or such non-consenting Purchaser) of the Issuer’s intention to obtain, at the Issuer’s expense, a replacement Purchaser (“Replacement Purchaser”) for such Affected Purchaser (or such non-consenting Purchaser), which Replacement Purchaser shall be reasonably satisfactory to the Required Purchasers. In the event the Issuer obtains a Replacement Purchaser within forty-five (45) days following notice of its intention to do so, the Affected Purchaser (or such non-consenting Purchaser) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Purchaser, at par, provided that the Issuer has reimbursed such Affected Purchaser for its increased costs, if any, for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Purchaser does not execute an Assignment pursuant to Section 9.9 within five (5) Business Days after receipt by such replaced Purchaser of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Purchaser of an Assignment evidencing an assignment pursuant to this Section 9.22, the Issuer shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Purchaser, and any such Assignment so executed by the Issuer and the Replacement Purchaser, shall be effective for purposes of this Section 9.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Purchaser shall no longer constitute a “Purchaser” for purposes hereof; provided that any rights of such replaced Purchaser to indemnification hereunder shall survive.. Table of Contents

Replacement of Purchaser. Within fortyThe Issuer may replace any Purchaser that becomes a Non-five Consenting Purchaser (45) days after: as defined below in this Section 10.01(d)), upon ten Business Days’ prior written notice to the Agent and such Non-Consenting Purchaser, and such Non-Consenting Purchaser shall be obligated to transfer and assign pursuant to Section 2.11 all of its rights and obligations under this Agreement to a Replacement Purchaser for a purchase price equal to the outstanding principal amount of the Non-Consenting Purchaser’s principal debt and such Non-Consenting Purchaser’s ratable share of all accrued but unpaid accrued interest and fees and other amounts payable hereunder, provided that (i) receipt by neither the Agent nor any Purchaser shall have any obligation to the Issuer of written notice to find a Replacement Purchaser and demand from any Purchaser (an “Affected Purchaser”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any in no event shall a replaced Non-Consenting Purchaser (other than Agent be required to pay or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Note Document in which Required Purchasers have already consented surrender to such amendment, waiver or modification but the consent of each Replacement Purchaser (or each Purchaser directly affected thereby, as applicable) is required with respect thereto, the Issuer may, at its option, notify such Affected Purchaser (or such non-consenting Purchaser) any of the Issuer’s intention fees paid to obtain, at the Issuer’s expense, a replacement such replaced Non-Consenting Purchaser (“Replacement Purchaser”) for such Affected Purchaser (or such non-consenting Purchaser), which Replacement Purchaser shall be reasonably satisfactory prior to the Required Purchaserseffectiveness of such assignment. In the event the Issuer obtains case of a Replacement Purchaser within fortyto which the Issuer becomes obligated to pay additional amounts prior to such Non-five (45) days following notice of its intention to do soConsenting Purchaser being replaced, the Affected Purchaser (or such non-consenting Purchaser) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement Purchaser, at par, provided that the Issuer has reimbursed such Affected Purchaser for its increased costs, if any, for which it is entitled to reimbursement under this Agreement through the date payment of such sale and assignmentadditional amounts shall be a condition to the replacement of such Purchaser. In the event that a replaced Purchaser does not execute an Assignment pursuant to Section 9.9 within five (5i) Business Days after receipt by such replaced Purchaser of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Purchaser of an Assignment evidencing an assignment pursuant to this Section 9.22, the Issuer shall be entitled or the Agent has requested the Purchasers to consent to a departure or waiver of any provisions of the Note Purchase Documents or to agree to any amendment thereto, (but not obligatedii) to execute such an Assignment on behalf the consent, waiver or amendment in question requires the agreement of such replaced Purchaser, and any such Assignment so executed by all Purchasers or all affected Purchasers in accordance with the Issuer and the Replacement Purchaser, shall be effective for purposes terms of this Section 9.22 10.01 and Section 9.9. Upon (iii) at least 66 2/3rd % of Purchasers have agreed to such consent, waiver or amendment, then any Purchaser who does not agree to such assignment and payment and compliance with the other provisions of Section 9.9consent, such replaced Purchaser waiver or amendment shall no longer constitute be deemed a “Non-Consenting Purchaser” for purposes hereof; provided that any rights of such replaced Purchaser to indemnification hereunder shall survive”.

Replacement of Purchaser. Within forty-five (45) days after: (i) receipt by . If (i) the Issuer of written notice and demand from Seller becomes obligated to pay additional amounts to any Purchaser (an “Affected Purchaser”) for payment of additional costs as provided in Sections 10.1pursuant to Section 8.3,8.3 or Section 8.5, 10.3 and/or 10.6; or (ii) any failure by Purchaser gives notice of the occurrence of any circumstances described in Section 1.7, or (ii Committed Purchaser becomes a Defaulting Purchaser, or (iii) any Purchaser (other than Agent or an Affiliate of Agentits Administrator) to does not consent to a requested amendment, waiver or modification to any Note Document in which matter requiring its consent under Section 12.1 when the Required Purchasers have already otherwise consented to such amendmentmatter, waiver then the Administrative Agent or modification but CMC may, within 90 days thereafter, designate another bank or financial institution meeting the consent requirements of each Purchaser an Eligible Assignee (or each Purchaser directly affected thereby, as applicableotherwise reasonably acceptable to the Administrative Agent) is required with respect thereto, the Issuer may, at its option, notify (such Affected Purchaser (or such non-consenting Purchaser) of the Issuer’s intention to obtain, at the Issuer’s expense, other institution being called a replacement Purchaser (“Replacement Purchaser”) to purchase the Capital of such Purchaser and such Purchaser’s rights hereunder, without recourse to or warranty by, or expense to, such Purchaser, for a purchase price equal to the outstanding Capital and accrued Yield payable to such Affected Purchaser plus any accrued but unpaid fees owed to such Purchaser and any other amounts payable to such Purchaser under this Agreement, and to assume all the obligations of such Purchaser hereunder, all in compliance with Section 10.1.10.1; provided, however, that (a) if a Defaulting Purchaser is a member of a Funding Group, the Administrative Agent or CMC may replace its entire Funding Group, and (b) unless an Amortization Event shall have occurred and be continuing, the Seller shall have the right to consent to any Replacement Purchaser selected by the Administrative Agent, which consent shall not be unreasonably withheld or delayed. Upon such non-consenting Purchaserpurchase and assumption (pursuant to an Assignment Agreement), which Replacement such Purchaser shall no longer be reasonably satisfactory a party hereto or have any rights hereunder (other than rights with respect to the Required Purchasers. In the event the Issuer obtains a Replacement Purchaser within forty-five (45) days following notice of its intention to do so, the Affected Purchaser (or such non-consenting Purchaser) shall sell indemnities and assign its Term Loans and Term Loan Commitments similar rights applicable to such Replacement Purchaser, at par, provided that the Issuer has reimbursed such Affected Purchaser for its increased costs, if any, for which it is entitled prior to reimbursement under this Agreement through the date of such sale purchase and assignment. In the event that a replaced Purchaser does not execute an Assignment pursuant to Section 9.9 within five (5assumption) Business Days after receipt by such replaced Purchaser of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Purchaser of an Assignment evidencing an assignment pursuant to this Section 9.22, the Issuer shall be entitled (but not obligated) relieved from all obligations to execute such an Assignment on behalf of such replaced Purchaserthe Seller hereunder, and any such Assignment so executed by the Issuer and the Replacement Purchaser, shall be effective for purposes of this Section 9.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Purchaser shall no longer constitute a “Purchaser” for purposes hereof; provided that any succeed to the rights and obligations of such replaced Purchaser to indemnification hereunder shall survivehereunder.

Replacement of Purchaser. Within forty-five (45) days after: If (i) receipt by the Issuer of written notice and demand from Seller becomes obligated to pay additional amounts to any Purchaser (an “Affected Purchaser”) for payment of additional costs as provided in Sections 10.1pursuant to Section 8.3 or Section 8.5, 10.3 and/or 10.6; or (ii) any failure by Committed Purchaser becomes a Defaulting Purchaser, or (iii) any Purchaser (other than Agent or an Affiliate of Agentits Administrator) to does not consent to a requested amendment, waiver or modification to any Note Document in which matter requiring its consent under Section 12.1 when the Required Purchasers have already otherwise consented to such amendmentmatter, waiver then the Administrative Agent or modification but CMC may, within 90 days thereafter, designate another bank or financial institution meeting the consent requirements of each Purchaser an Eligible Assignee (or each Purchaser directly affected thereby, as applicableotherwise reasonably acceptable to the Administrative Agent) is required with respect thereto, the Issuer may, at its option, notify (such Affected Purchaser (or such non-consenting Purchaser) of the Issuer’s intention to obtain, at the Issuer’s expense, other institution being called a replacement Purchaser (“Replacement Purchaser”) to purchase the Capital of such Purchaser and such Purchaser’s rights hereunder, without recourse to or warranty by, or expense to, such Purchaser, for a purchase price equal to the outstanding Capital and accrued Yield payable to such Affected Purchaser plus any accrued but unpaid fees owed to such Purchaser and any other amounts payable to such Purchaser under this Agreement, and to assume all the obligations of such Purchaser hereunder, all in compliance with Section 10.1; provided, however, that (a) if a Defaulting Purchaser is a member of athe Funding Group, the Administrative Agent or CMC may replace its entire Funding Group, and (b) unless an Amortization Event shall have occurred and be continuing, the Seller shall have the right to consent to any Replacement Purchaser selected by the Administrative Agent, which consent shall not be unreasonably withheld or delayed. Upon such non-consenting Purchaserpurchase and assumption (pursuant to an Assignment Agreement), which Replacement such Purchaser shall no longer be reasonably satisfactory a party hereto or have any rights hereunder (other than rights with respect to the Required Purchasers. In the event the Issuer obtains a Replacement Purchaser within forty-five (45) days following notice of its intention to do so, the Affected Purchaser (or such non-consenting Purchaser) shall sell indemnities and assign its Term Loans and Term Loan Commitments similar rights applicable to such Replacement Purchaser, at par, provided that the Issuer has reimbursed such Affected Purchaser for its increased costs, if any, for which it is entitled prior to reimbursement under this Agreement through the date of such sale purchase and assignment. In the event that a replaced Purchaser does not execute an Assignment pursuant to Section 9.9 within five (5assumption) Business Days after receipt by such replaced Purchaser of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Purchaser of an Assignment evidencing an assignment pursuant to this Section 9.22, the Issuer shall be entitled (but not obligated) relieved from all obligations to execute such an Assignment on behalf of such replaced Purchaserthe Seller hereunder, and any such Assignment so executed by the Issuer and the Replacement Purchaser, shall be effective for purposes of this Section 9.22 and Section 9.9. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Purchaser shall no longer constitute a “Purchaser” for purposes hereof; provided that any succeed to the rights and obligations of such replaced Purchaser to indemnification hereunder shall survivehereunder.

Replacement of Purchaser. Within fortyIf any Purchaser requests compensation under Section 5.01, or if the Seller is required to pay any Indemnified Taxes or additional amounts to any Purchaser or any Governmental Authority for the account of any Purchaser pursuant to Section 5.03 and, in each case, such Purchaser has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section, or if any Purchaser is a Defaulting Purchaser or a Non-five Consenting Purchaser, then the Seller may, at its sole expense and effort, upon notice to such Purchaser and the Administrative Agent, require such Purchaser to assign and delegate, without recourse (45in accordance with and subject to the restrictions contained in, and consents required by, Section 14.01), all of its interests, rights (other than its existing rights to payments pursuant to Section 5.01 or Section 5.03) days after: and obligations under this Agreement and the related Transaction Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Purchaser, if a Purchaser accepts such assignment); provided that: (i) receipt by the Issuer of written notice and demand from any such Purchaser (an “Affected Purchaser”) for shall have received payment of additional costs as provided an amount equal to the outstanding principal of its Investments, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Transaction Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Seller (in Sections 10.1, 10.3 and/or 10.6; or the case of all other amounts); (ii) in the case of any failure by such assignment resulting from a claim for compensation under Section 5.01 or payments required to be made pursuant to Section 5.03, such assignment will result in a reduction in such compensation or payments thereafter; (iii) such assignment does not conflict with Applicable Law; (iv) in the case of any assignment resulting from a Purchaser becoming a Non-Consenting Purchaser, the applicable assignee shall have consented to the applicable amendment, waiver or consent; (v) the Seller shall be permitted to replace any Purchaser (other than which is the Administrative Agent or an Affiliate of Agent) to consent to a requested amendmentthereof only, waiver or modification to any Note Document if, in which Required Purchasers have already consented to such amendment, waiver or modification but the consent of each Purchaser (or each Purchaser directly affected thereby, as applicable) is required with respect theretoeither case, the Issuer mayAdministrative Agent is also replaced contemporaneously, at its option, notify such Affected Purchaser (or such non-consenting Purchaser) of the Issuer’s intention pursuant to obtain, at the Issuer’s expense, a replacement Purchaser (“Replacement Purchaser”) for such Affected Purchaser (or such non-consenting Purchaser), which Replacement Purchaser shall be documents reasonably satisfactory to the Required Purchasers. In Administrative Agent and the event Administrative Agent has received payment of an amount equal to all amounts then due and payable to the Issuer obtains a Replacement Administrative Agent hereunder and under each of the other Transaction Document; and (vi) the Seller shall be permitted to replace any Purchaser within forty-five (45) days following notice of its intention to do sowhich is the LC Bank or an Affiliate thereof only, if, in either case, the Affected Purchaser (or such non-consenting Purchaser) shall sell and assign its Term Loans and Term Loan Commitments to such Replacement PurchaserLC Bank is also replaced contemporaneously, at par, provided that the Issuer has reimbursed such Affected Purchaser for its increased costs, if any, for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Purchaser does not execute an Assignment pursuant to Section 9.9 within five documents reasonably satisfactory to LC Bank and both (5x) Business Days after receipt by such replaced Purchaser of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Purchaser the LC Bank has received payment of an Assignment evidencing an assignment pursuant amount equal to this Section 9.22, all amounts then due and payable to the Issuer shall be entitled LC Bank hereunder and under each of the other Transaction Document and (but not obligatedy) to execute such an Assignment on behalf no Letters of such replaced Purchaser, and any such Assignment so executed Credit issued hereunder by the Issuer LC Bank remain outstanding and the Replacement Purchaser, undrawn. A Purchaser shall not be effective for purposes of this Section 9.22 and Section 9.9. Upon required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Purchaser or otherwise, the circumstances entitling the Seller to require such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Purchaser shall no longer constitute a “Purchaser” for purposes hereof; provided that any rights of such replaced Purchaser delegation cease to indemnification hereunder shall surviveapply.