Common use of Replacement of Purchasers Clause in Contracts

Replacement of Purchasers. If (a) the Seller receives a claim for compensation under Section 1.7 or Section 1.10 of this Agreement from any Purchaser (or its Liquidity Provider or Program Support Provider), (b) any Purchaser is a Defaulting Purchaser, or (c) any Purchaser does not consent to a request to extend the Scheduled Termination Date, then the Seller may, at its sole expense and effort, upon notice to such Purchaser, its related Purchaser Agent and the Administrator, require such Purchaser, its related Purchaser Agent and any other Purchaser in such Purchaser’s Purchaser Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 5.3(c) or (j), as applicable, of this Agreement), all of their respective interests, rights (other than their existing rights to payment under Sections 1.7 and 1.10 of this Agreement) and obligations under this Agreement and the other Transaction Documents, to an assignee that shall assume such obligations (which assignee may be a member of an existing Purchaser Group, if such Person accepts such assignment); provided, however, that the Seller shall be permitted to require the assignment by (i) the Purchaser Group of which the Administrator is a member, or (ii) any Purchaser which is administered by the Administrator or an Affiliate thereof only if, in either case, the Administrator is also replaced contemporaneously, pursuant to documents reasonably satisfactory to the Administrator; provided, further, that (i) the assignee financial institution shall purchase, at par, all Capital, Discount and other amounts owing to such assigning Purchaser and Purchaser Agent (other than any amounts owing under Sections 1.7 and 1.10 of this Agreement for which payment is then sought) on or prior to the date of assignment, (ii) if the replacement financial institution is not already a member of an existing Purchaser Group, the Seller shall have received the written consent of the Administrator and the LC Bank (which consents shall not be unreasonably withheld or delayed) to such assignment, (iii) until such time as such assignment shall be consummated, the Seller shall pay all additional amounts required under Sections 1.7 and 1.10, subject to the terms of this Agreement, (iv) such assignment shall not conflict with Applicable Law, (v) any such assignment shall not be deemed to be a waiver of any right that the Seller, the Administrator, any Purchaser Agent or any other Purchaser shall have against the assignor Purchaser or any member of its Purchaser Group and (vi) any such assignment by a Related Committed Purchaser shall be to a financial institution with short-term unsecured debt ratings of at least A-1 by Standard & Poor’s and “P-1” by Xxxxx’x. No Purchaser or Purchaser Group may be required to make an assignment pursuant to this Section 5.3(g) (i) at any time when there is only one Purchaser Group or (ii) if the condition that gave rise to the Seller’s right to require such assignment ceases to apply.

Replacement of Purchasers. If (a) the Seller receives a claim for any Purchaser requests compensation under Section 1.7 2.15, or Section 1.10 of this Agreement from if the Issuer is required to pay any additional amount to any Purchaser (or its Liquidity Provider or Program Support Provider)any Governmental Authority for the account of any Purchaser pursuant to Section 2.17, (b) any Purchaser is a Defaulting Purchaser, or (c) in connection with any Purchaser does proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.2(b), the consent of Required Purchasers shall have been obtained but the consent of one or more of such other Purchasers (each a “Non-Consenting Purchaser”) whose consent is required shall not consent to a request to extend the Scheduled Termination Datehave been obtained, then the Seller Issuer may, at its sole expense and effort, upon notice to such Purchaser, its related Purchaser Agent and the Administrator, require such Purchaser, its related Purchaser Agent and any other Purchaser in such Purchaser’s Purchaser Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, set forth in Section 5.3(c) or (j10.4(b), as applicable, of this Agreement), all of their respective its interests, rights (other than their its existing rights to payment under Sections 1.7 and 1.10 of this Agreementpayments pursuant to Section 2.15 or 2.17, as applicable) and obligations under this Agreement and the other Transaction Documents, to an assignee that shall assume such obligations (which assignee may be another Purchaser) (a member of an existing Purchaser Group, if such Person accepts such assignment“Replacement Purchaser”); provided, however, that the Seller shall be permitted to require the assignment by (i) the Purchaser Group of which the Administrator is a member, or (ii) any Purchaser which is administered by the Administrator or an Affiliate thereof only if, in either case, the Administrator is also replaced contemporaneously, pursuant to documents reasonably satisfactory to the Administrator; provided, further, provided that (i) such Purchaser shall have received payment of an amount equal to the assignee financial institution shall purchaseoutstanding principal amount of all Notes owed to it, at paraccrued interest thereon, all Capitalaccrued fees, Discount and other amounts owing to such assigning Purchaser and Purchaser Agent the Prepayment Premium (other than any amounts owing under Sections 1.7 and 1.10 in the case of this Agreement for which payment is then soughta Non-Consenting Purchaser) with respect to the aggregate principal amount of the Notes being assigned (calculating such Prepayment Premium as if such Notes had been prepaid on or prior to the date of such assignment) and all other amounts payable to it hereunder from the assignee (in the case of such outstanding principal and accrued interest) and from the Issuer (in the case of all other amounts), (ii) if in the replacement financial institution is not already case of a member of an existing Purchaser Groupclaim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, the Seller shall have received the written consent of the Administrator and the LC Bank (which consents shall not be unreasonably withheld such assignment will result in a reduction in such compensation or delayed) to such assignmentpayments, (iii) until such time as such assignment shall be consummateddoes not conflict with applicable law, the Seller shall pay all additional amounts required under Sections 1.7 and 1.10, subject to the terms of this Agreement, (iv) in the case of a Non-Consenting Purchaser, each Replacement Purchaser shall consent, at the time of such assignment assignment, to each matter in respect of which such terminated Purchaser was a Non-Consenting Purchaser. A Purchaser shall not conflict with Applicable Law, (v) any such assignment shall not be deemed to be a waiver of any right that the Seller, the Administrator, any Purchaser Agent or any other Purchaser shall have against the assignor Purchaser or any member of its Purchaser Group and (vi) any such assignment by a Related Committed Purchaser shall be to a financial institution with short-term unsecured debt ratings of at least A-1 by Standard & Poor’s and “P-1” by Xxxxx’x. No Purchaser or Purchaser Group may be required to make an any such assignment pursuant to this Section 5.3(g) (i) at any time when there is only one and delegation if, prior thereto, as a result of a waiver by such Purchaser Group or (ii) if otherwise, the condition that gave rise to circumstances entitling the Seller’s right Issuer to require such assignment ceases and delegation cease to apply.

Replacement of Purchasers. If (a) any Issuer is entitled to replace a Purchaser pursuant to the Seller receives a claim for compensation under provisions of Section 1.7 10.04, or Section 1.10 of this Agreement from any Purchaser (or its Liquidity Provider or Program Support Provider), (b) if any Purchaser is a Defaulting Purchaser or a Non-Consenting Purchaser, or (c) any Purchaser does not consent to a request to extend the Scheduled Termination Date, then the Seller such Issuer may, at its sole expense and effort, upon written notice to such Purchaser, its related Purchaser Agent and the AdministratorCollateral Agent, require such Purchaser, its related Purchaser Agent and any other Purchaser in such Purchaser’s Purchaser Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 5.3(c) or (j), as applicable, of this Agreement12.06), all of their respective its interests, rights (other than their its existing rights to payment under Sections 1.7 payments pursuant to Section 3.01, 10.01 and 1.10 of this Agreement10.02) and obligations under this Agreement and the other Transaction Documents, related Note Documents to an assignee that shall assume such obligations (which assignee may be a member of an existing Purchaser Groupanother Purchaser, if such Person a Purchaser accepts such assignment); , provided, however, that the Seller that: (a) such Purchaser shall be permitted have received payment of an amount equal to require the assignment by one hundred percent (i100%) of (x) the Purchaser Group outstanding principal of which the Administrator is a memberits Notes, or (ii) any Purchaser which is administered by the Administrator or an Affiliate thereof only if, in either case, the Administrator is also replaced contemporaneously, pursuant to documents reasonably satisfactory to the Administrator; provided, further, that (i) the assignee financial institution shall purchase, at par, accrued interest thereon and all Capital, Discount and other amounts owing payable to such assigning Purchaser it hereunder and Purchaser Agent under the other Note Documents (other than any amounts owing under Sections 1.7 prepayment premium and 1.10 of this Agreement for which payment is then soughtexit fees) on or prior from the assignee (to the extent of such outstanding principal and accrued interest) or the Issuer (in the case of all other amounts) and (y) other than a Purchaser that is a Defaulting Purchaser pursuant to clause (a), (b) or (c) of the definition thereof, the prepayment premium required by Section 2.07(d) and the exit fee required by Section 2.10(b), in each case, from such Issuer, as if such assignment was a prepayment of one hundred percent (100%) of the outstanding principal amount of such assignor’s Notes on the effective date of assignment, (ii) if the replacement financial institution is not already a member of an existing Purchaser Group, the Seller shall have received the written consent of the Administrator and the LC Bank (which consents shall not be unreasonably withheld or delayed) to such assignment, ; and (iii) until such time as such assignment shall be consummated, the Seller shall pay all additional amounts required under Sections 1.7 and 1.10, subject to the terms of this Agreement, (ivb) such assignment shall does not conflict with Applicable Law, applicable Laws; (vc) in the case of any such assignment shall not be deemed resulting from a claim for compensation under Section 10.01 or 10.02 or payments required to be made pursuant to Section 3.01, such assignment will result in a waiver of any right that the Seller, the Administrator, any Purchaser Agent reduction in such compensation or any other Purchaser shall have against the assignor Purchaser or any member of its Purchaser Group payments thereafter; and (vid) in the case of any such assignment resulting from a Non-Consenting Purchaser’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Note Document, the applicable replacement bank, financial institution or fund consents to the proposed change, waiver, discharge or termination. Notwithstanding anything to the contrary set forth herein, the failure by a Related Committed any Purchaser replaced pursuant to this Section 12.13 to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Purchaser and the mandatory assignment of such Purchaser’s Delayed Draw Commitments and outstanding Notes pursuant to this Section 12.13 shall nevertheless be effective without the execution by such Purchaser of an Assignment and Assumption. A Purchaser shall be to a financial institution with short-term unsecured debt ratings of at least A-1 by Standard & Poor’s and “P-1” by Xxxxx’x. No Purchaser or Purchaser Group may not be required to make an any such assignment pursuant to this Section 5.3(g) (i) at any time when there is only one or delegation if, prior thereto, as a result of a waiver by such Purchaser Group or (ii) if otherwise, the condition that gave rise to circumstances entitling the Seller’s right applicable Issuer to require such assignment ceases and delegation cease to apply.. 12.14

Replacement of Purchasers. If (a1) any Purchaser requests compensation under Sections 3.05 or 3.07, or if the Seller receives Issuer 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 3.08 and, in each case, such Purchaser has declined or is unable to designate a different lending office in accordance with Section 3.09(a) (provided that the Issuer also replaces all other Purchasers then asserting a claim for compensation under Section 1.7 similar protection in such amount or Section 1.10 of this Agreement from any Purchaser (or its Liquidity Provider or Program Support Providergreater), (b2) any Purchaser is a Defaulting Purchaser or a Non-Consenting Purchaser, (3) the rating then assigned to any Committed Purchaser does not meet the Ongoing Ratings Requirement, (4) any Purchaser has delivered a Delayed Funding Notice and has not yet funded its Delayed Amount (less any Delayed Amount Reduction in accordance with Section 2.13(d) of the Indenture), or (c5) the CP Cost of Funds Rate with respect to any Conduit Purchaser does not consent to a request to extend exceeds the Scheduled Termination Datethen-current weighted average of the CP Cost of Funds Rate of all other Conduit Purchasers by more than the greater of (A) 20.0% of the then-current weighted average of the CP Cost of Funds Rate of all other Conduit Purchasers and (B) 0.20% (such percentage, the “Threshold Percentage”), then the Seller Issuer may, at its sole expense and effort, upon notice to such Purchaser, its related Purchaser the relevant Funding Agent and the AdministratorAdministrative Agent, require such PurchaserPurchaser or, its related in the case of a Non-Consenting Purchaser Agent and any or if the only other Purchaser in such Purchaser’s Purchaser Group is a Conduit Purchaser, the applicable Purchaser Group, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 5.3(c) or (j), as applicable, of this Agreement9.17), all of their respective its interests, rights (other than their its existing rights to payment payments pursuant to Sections 3.05, 3.07 or 3.08 and claims for indemnification under Sections 1.7 and 1.10 of this Agreementthe Transaction Documents) and obligations under this Agreement and the other Transaction Documents, Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be a member of an existing Purchaser Groupanother Purchaser, if such Person a Purchaser accepts such assignment); provided, however, that the Seller shall be permitted to require the assignment by (i) the Purchaser Group of which the Administrator is a member, or (ii) any Purchaser which is administered by the Administrator or an Affiliate thereof only if, in either case, the Administrator is also replaced contemporaneously, pursuant to documents reasonably satisfactory to the Administrator; provided, further, that (i) the assignee financial institution shall purchase, at par, all Capital, Discount and other amounts owing to such assigning Purchaser and Purchaser Agent (other than any amounts owing under Sections 1.7 and 1.10 of this Agreement for which payment is then sought) on or prior to the date of assignment, (ii) if the replacement financial institution is not already a member of an existing Purchaser Group, the Seller shall have received the written consent of the Administrator and the LC Bank (which consents shall not be unreasonably withheld or delayed) to such assignment, (iii) until such time as such assignment shall be consummated, the Seller shall pay all additional amounts required under Sections 1.7 and 1.10, subject to the terms of this Agreement, (iv) such assignment shall not conflict with Applicable Law, (v) any such assignment shall not be deemed to be a waiver of any right that the Seller, the Administrator, any Purchaser Agent or any other Purchaser shall have against the assignor Purchaser or any member of its Purchaser Group and (vi) any such assignment by a Related Committed Purchaser shall be to a financial institution with short-term unsecured debt ratings of at least A-1 by Standard & Poor’s and “P-1” by Xxxxx’x. No Purchaser or Purchaser Group may be required to make an assignment pursuant to this Section 5.3(g) (i) at any time when there is only one Purchaser Group or (ii) if the condition that gave rise to the Seller’s right to require such assignment ceases to apply.provided that:

Replacement of Purchasers. If (a) the Seller receives a claim for compensation under Section 1.7 or Section 1.10 of this Agreement from any Purchaser (or its Liquidity Provider or Program Support Providerany related Affected Person), (b) any Purchaser is a Defaulting Purchaser, or (c) any Purchaser does not consent to a request to extend the Scheduled Termination Date, then the Seller may, at its sole expense and effort, upon notice to such Purchaser, its related Purchaser Agent and the Administrator, require such Purchaser, its related Purchaser Agent and any other Purchaser in such Purchaser’s Purchaser Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 5.3(c) or (j), as applicable, of this Agreement), all of their respective interests, rights (other than their existing rights to payment under Sections 1.7 and 1.10 of this Agreement) and obligations under this Agreement and the other Transaction Documents, to an a willing assignee that shall assume such obligations (which assignee may be a member of an existing Purchaser Group, in any case, only if such Person accepts such assignmentassignment in its sole discretion); provided, however, that the Seller shall be permitted to require the assignment by (i) the Purchaser Group of which the Administrator is a member, or (ii) any Purchaser which is administered by the Administrator or an Affiliate thereof only if, in either case, the Administrator is also replaced contemporaneously, pursuant to documents reasonably satisfactory to the Administrator; provided, further, that (i) the assignee financial institution shall purchase, at par, all Capital, Discount and other amounts owing to such assigning Purchaser and Purchaser Agent (other than any amounts owing under Sections 1.7 and 1.10 of this Agreement for which payment is then sought) on or prior to the date of assignment, (ii) if the replacement financial institution is not already a member of an existing Purchaser Group, the Seller shall have received the written consent of the Administrator and the LC Bank (which consents shall not be unreasonably withheld or delayed) to such assignment, (iii) until such time as such assignment shall be consummated, the Seller shall pay all additional amounts required under Sections 1.7 and 1.10, subject to the terms of this Agreement, (iv) such assignment shall not conflict with Applicable Law, (v) any such assignment shall not be deemed to be a waiver of any right that the Seller, the Administrator, any Purchaser Agent or any other Purchaser shall have against the assignor Purchaser or any member of its Purchaser Group and (vi) any such assignment by a Related Committed Purchaser shall be to a financial institution with short-term unsecured debt ratings of at least A-1 by Standard & Poor’s and “P-1” by Xxxxx’x. No Purchaser or Purchaser Group may be required to make an assignment pursuant to this Section 5.3(g) (i) at any time when there is only one Purchaser Group or (ii) if the condition that gave rise to the Seller’s right to require such assignment ceases to apply.

Replacement of Purchasers. If (a) the Seller receives a claim for compensation under Section 1.7 or Section 1.10 of this Agreement from any Purchaser (or its Liquidity Provider or Program Support Providerany related Affected Person), (b) any Purchaser is a Defaulting Purchaser, or (c) any Purchaser does not consent to a request to extend the Scheduled Termination Date, then the Seller may, at its sole expense and effort, upon notice to such Purchaser, its related Purchaser Agent and the Administrator, require such Purchaser, its related Purchaser Agent and any other Purchaser in such Purchaser’s Purchaser Group to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 5.3(c) or (j), as applicable, of this Agreement), all of their respective interests, rights (other than their existing rights to payment under Sections 1.7 and 1.10 of this Agreement) and obligations under this Agreement and the other Transaction Documents, to an a willing assignee that shall assume such obligations (which assignee may be a member of an existing Purchaser Group, in any case, only if such Person accepts such assignmentassignment in its sole discretion); provided, however, that the Seller shall be permitted to require the assignment by (i) the Purchaser Group of which the Administrator is a member, or (ii) any Purchaser which is administered by the Administrator or an Affiliate thereof only if, in either case, the Administrator is also replaced contemporaneously, pursuant to documents reasonably satisfactory to the Administrator; provided, further, that (i) the assignee financial institution shall purchase, at par, all Capital, Discount and other amounts owing to such assigning Purchaser and Purchaser Agent (other than any amounts owing under Sections 1.7 and 1.10 of this Agreement for which payment is then sought) on or prior to the date of assignment, (ii) if the replacement financial institution is not already a member of an existing Purchaser Group, the Seller shall have received the written consent of the Administrator and the LC Bank (which consents shall not be unreasonably withheld or delayed) to such assignment, (iii) until such time as such assignment shall be consummated, the Seller shall pay all additional amounts required under Sections 1.7 and 1.10, subject to the terms of this Agreement, (iv) such assignment shall not conflict with Applicable Law, (v) any such assignment shall not be deemed to be a waiver of any right that the Seller, the Administrator, any Purchaser Agent or any other Purchaser shall have against the assignor Purchaser or any member of its Purchaser Group and (vi) any such assignment by a Related Committed Purchaser shall be to a financial institution with short-term unsecured debt ratings of at least A-1 by Standard & Poor’s and “P-1” by Xxxxx’xMoody’s. No Purchaser Xx Xxxchaser or Purchaser Group may be required to make an assignment pursuant to this Section 5.3(g) (i) at any time when there is only one Purchaser Group or (ii) if the condition that gave rise to the Seller’s right to require such assignment ceases to apply.