Replacement of Revolving Lenders. (a) The Revolving Borrower shall be permitted to replace any Revolving Lender that requests reimbursement for amounts owing pursuant to Section 2.13 or 2.14(a) with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Revolving Lender shall have taken no action under Section 2.16 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.13 or 2.14(a), (iv) the replacement financial institution shall purchase, at par, in immediately available funds, all Revolving Loans and other amounts owing to such replaced Revolving Lender on or prior to the date of replacement, (v) the Revolving Borrower shall be liable to such replaced Revolving Lender under Section 2.15 if any LIBOR Loan owing to such replaced Revolving Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Revolving Lender, shall be reasonably satisfactory to the Revolving Administrative Agent, (vii) the replaced Revolving Lender shall be obligated to make such replacement in accordance with the provisions of Section 8.6 (provided that the Revolving Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viii) the Revolving Borrower shall remain liable to such replaced Revolving Lender for all additional amounts (if any) required pursuant to Section 2.13 or 2.14(a), as the case may be. (b) The Revolving Borrower shall be permitted to replace any Defaulting Lender with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement financial institution shall purchase, at par, in immediately available funds, all Revolving Loans and other amounts owing to such replaced Revolving Lender on or prior to the date of replacement, (iv) the replacement financial institution, if not already a Revolving Lender, shall be reasonably satisfactory to the Revolving Administrative Agent, (v) the replaced Revolving Lender shall be obligated to make such replacement in accordance with the provisions of Section 8.6 (provided that the Revolving Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Revolving Borrower, the Revolving Administrative Agent or any other Revolving Lender shall have against the replaced Revolving Lender. To the extent the Revolving Borrower is unable to replace any Defaulting Lender with a replacement financial institution, the Revolving Borrower may, to the extent that the reduction in the Total Revolving Commitments provided for in this sentence does not cause the Total Revolving Commitments to fall below the outstanding Revolving Loans, remove such Defaulting Lender by repaying such Defaulting Lender’s outstanding Revolving Loans and reducing the Total Revolving Commitments by an amount equal to such Defaulting Lender’s Revolving Commitment.
Appears in 1 contract
Replacement of Revolving Lenders. If any Revolving Lender requests compensation under Section 12.06 or if the Borrower is required to pay any additional amount to any Revolving Lender or any Governmental Entity for the account of any Revolving Lender or pursuant to Section 12.07, then the Borrower may either, at its sole expense and effort, upon 10 days’ notice to such Revolving Lender and the Administrative Agent: (i) solely in the case where the Borrower is required to pay amounts pursuant to Section 12.07 as aforesaid, repay all outstanding amounts due to such affected Lenders (or such portion which has not been acquired pursuant to clause (ii) below) and thereupon the Commitment of the affected Lenders shall be permanently cancelled and the Commitments (Revolving Commitment) shall be permanently reduced by the same amount and the Commitment of each of the other Lenders shall remain the same; or (ii) on the condition that at such time, no Default exist and is continuing, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.08), all of its interests, rights and obligations under this Agreement and the other Credit Documents to an assignee (if available) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a) The Revolving the Borrower shall be permitted to replace any Revolving Lender that requests reimbursement for amounts owing pursuant to Section 2.13 or 2.14(a) with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at pays the time of such replacement, (iii) prior to any such replacement, such Revolving Lender shall have taken no action under Section 2.16 so as to eliminate Administrative Agent the continued need for payment of amounts owing pursuant to Section 2.13 or 2.14(a), (iv) the replacement financial institution shall purchase, at par, in immediately available funds, all Revolving Loans and other amounts owing to such replaced Revolving Lender on or prior to the date of replacement, (v) the Revolving Borrower shall be liable to such replaced Revolving Lender under Section 2.15 if any LIBOR Loan owing to such replaced Revolving Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Revolving Lender, shall be reasonably satisfactory to the Revolving Administrative Agent, (vii) the replaced Revolving Lender shall be obligated to make such replacement in accordance with the provisions of Section 8.6 (provided that the Revolving Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viii) the Revolving Borrower shall remain liable to such replaced Revolving Lender for all additional amounts (if any) required pursuant to Section 2.13 or 2.14(a), as the case may be.Assignment Fee;
(b) The Revolving Borrower shall be permitted to replace any Defaulting the assigning Lender with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement receives payment of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement financial institution shall purchase, at par, in immediately available funds, all Revolving Loans and other amounts owing to such replaced Revolving Lender on or prior to the date of replacement, (iv) the replacement financial institution, if not already a Revolving Lender, shall be reasonably satisfactory to the Revolving Administrative Agent, (v) the replaced Revolving Lender shall be obligated to make such replacement in accordance with the provisions of Section 8.6 (provided that the Revolving Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Revolving Borrower, the Revolving Administrative Agent or any other Revolving Lender shall have against the replaced Revolving Lender. To the extent the Revolving Borrower is unable to replace any Defaulting Lender with a replacement financial institution, the Revolving Borrower may, to the extent that the reduction in the Total Revolving Commitments provided for in this sentence does not cause the Total Revolving Commitments to fall below the outstanding Revolving Loans, remove such Defaulting Lender by repaying such Defaulting Lender’s outstanding Revolving Loans and reducing the Total Revolving Commitments by an amount equal to the outstanding principal of its outstanding Accommodations Outstanding and participations in disbursements under Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any breakage costs and amounts required to be paid under this Agreement as a result of prepayment to a Lender) from the assignee (to the extent of such Defaulting Lender’s outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); and
(c) in the case of any such assignment resulting from a claim for compensation under Section 12.06 or payments required to be made pursuant to Section 12.07 such assignment will result in a reduction in such compensation or payments thereafter. A Revolving CommitmentLender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Revolving Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
Appears in 1 contract
Replacement of Revolving Lenders. (a) The Revolving Borrower shall be permitted to replace If any Revolving Lender that requests reimbursement compensation under Section 4.12, or if the Multicurrency Borrowers are required to pay any additional amount to any Revolving Lender or any Governmental Authority for amounts owing the account of any Revolving Lender pursuant to Section 2.13 4.13, or 2.14(a) if any Revolving Lender defaults in its obligation to fund Revolving Loans hereunder, then the Multicurrency Borrowers may, at their sole expense and effort, upon notice to such Revolving Lender and the Administrative Agent, require such Revolving Lender to assign and delegate, without recourse (in accordance with a replacement financial institutionand subject to the restrictions contained in, and consents required by, Section 14.10), all of its interests, rights and obligations under this Agreement and the related Revolving Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Revolving Lender, if such Revolving Lender accepts such assignment); provided that that:
(i) such replacement does not conflict with any Requirement of Law, the Multicurrency Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 14.10;
(ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Revolving Lender shall have taken no action received payment of an amount equal to the outstanding principal of its Revolving Loans and funded participations in Swingline Loans and Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Revolving Loan Documents (including any amounts under Section 2.16 so as 4.11) from the assignee (to eliminate the continued need extent of such outstanding principal and accrued interest and fees) or the Multicurrency Borrowers (in the case of all other amounts);
(iii) in the case of any such assignment resulting from a claim for payment of amounts owing compensation under Section 4.12 or payments required to be made pursuant to Section 2.13 4.13, such assignment will result in a reduction in such compensation or 2.14(a), payments thereafter; and
(iv) the replacement financial institution shall purchase, at par, in immediately available funds, all Revolving Loans and other amounts owing to such replaced Revolving Lender on or prior to the date of replacement, (v) the Revolving Borrower shall be liable to such replaced Revolving Lender under Section 2.15 if any LIBOR Loan owing to such replaced Revolving Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Revolving Lender, shall be reasonably satisfactory to the Revolving Administrative Agent, (vii) the replaced Revolving Lender shall be obligated to make such replacement in accordance with the provisions of Section 8.6 (provided that the Revolving Borrower shall be obligated to pay the registration and processing fee referred to therein) and (viii) the Revolving Borrower shall remain liable to such replaced Revolving Lender for all additional amounts (if any) required pursuant to Section 2.13 or 2.14(a), as the case may be.
(b) The Revolving Borrower shall be permitted to replace any Defaulting Lender with a replacement financial institution; provided that (i) such replacement assignment does not conflict with any Requirement of Applicable Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the replacement financial institution shall purchase, at par, in immediately available funds, all Revolving Loans and other amounts owing to such replaced Revolving Lender on or prior to the date of replacement, (iv) the replacement financial institution, if not already a Revolving Lender, shall be reasonably satisfactory to the Revolving Administrative Agent, (v) the replaced Revolving Lender shall be obligated to make such replacement in accordance with the provisions of Section 8.6 (provided that the Revolving Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Revolving Borrower, the Revolving Administrative Agent or any other Revolving Lender shall have against the replaced Revolving Lender. To the extent the Revolving Borrower is unable to replace any Defaulting Lender with a replacement financial institution, the Revolving Borrower may, to the extent that the reduction in the Total Revolving Commitments provided for in this sentence does not cause the Total Revolving Commitments to fall below the outstanding Revolving Loans, remove such Defaulting Lender by repaying such Defaulting Lender’s outstanding Revolving Loans and reducing the Total Revolving Commitments by an amount equal to such Defaulting Lender’s Revolving Commitment.
Appears in 1 contract
Samples: Credit Agreement (Cott Corp /Cn/)
Replacement of Revolving Lenders. (a) The Revolving Borrower shall be permitted to replace any Revolving Lender that requests reimbursement for amounts owing pursuant to Section 2.13 or 2.14(a) with a replacement financial institution; provided that (i) such replacement does If not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Revolving Lender shall have taken no action under Section 2.16 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.13 or 2.14(a), (iv) the replacement financial institution shall purchase, at par, in immediately available funds, all Revolving Loans and other amounts owing to such replaced Revolving Lender on or prior to the date of replacement, (v) the Revolving Borrower shall be liable Lenders have agreed to such replaced Revolving Lender under Section 2.15 if any LIBOR Loan owing to such replaced Revolving Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Revolving Lender, shall be reasonably satisfactory to extend the Revolving Administrative Agent, (vii) the replaced Revolving Lender shall be obligated to make such replacement Period in accordance with the provisions of Section 8.6 2.3, but the Majority Lenders have so agreed, then the Agent shall so notify the Borrower, specifying the names of the Revolving Lenders who have not agreed to the extension (each, a “Non-Consenting Lender”). In any such case, the Borrower may exercise, by no later than the 15th day prior to the expiry of the Revolving Period then in effect, any of the following three options (or a combination of them) by delivering a written notice to such effect to the Agent:
2.4.1 the Borrower may request that any Non-Consenting Lender Assign its Revolving Commitment on the last day of the Revolving Period then in effect, to an Eligible Assignee that has agreed to assume such Revolving Commitment and to consent to the extension, in which case the provisions of Section 18.5 shall apply;
2.4.2 the Borrower may cancel such Non-Consenting Lender's Revolving Commitment and repay the Loan (together with interest, fees and any other amount owed to such Lender by the Borrower) of such Non-Consenting Lender, on the last day of the Revolving Period then in effect, the whole subject to the provisions of Article 15 with respect to losses, costs and expenses, in which case the Revolving Commitments shall be reduced accordingly on the last day of the Revolving Period then in effect, provided that the Revolving terms and conditions contemplated in this Section 2.4 are then satisfied; or
2.4.3 the Borrower shall may choose to maintain the Commitment of any Non-Consenting Lender or to reduce the Commitment of any Non-Consenting Lender (and repay in such case, subject to the provisions of Article 15 with respect to losses, costs and expenses, such portion of the Loan which is required in order for the outstanding Loan to be obligated equal to pay the registration and processing fee referred to thereinsuch reduced Commitment) and thereafter maintain same, in each case, as a 2-year non revolving term facility (viii) the “Non-Consenting Lender's Non-Revolving Borrower shall remain liable to such replaced Revolving Lender for all additional amounts (if any) required pursuant to Section 2.13 or 2.14(aTerm Facility”), as and from the case may be.
(b) The day following the last day of the Revolving Period in effect, while the Revolving Commitments of the Consenting Lenders shall continue for the extended Revolving Period. If the Borrower shall be permitted to replace have exercised any Defaulting Lender with one of these options (or a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement combination of Lawthem), (ii) no Event of Default the Agent shall have occurred and be continuing at so notify the time of such replacementRevolving Lenders and, (iii) the replacement financial institution shall purchase, at par, in immediately available funds, all Revolving Loans and other amounts owing to such replaced Revolving Lender on or prior subject to the date terms and conditions provided for in the Section 2.4 being met to the satisfaction of replacementthe Agent, (iv) by 3 :00 p.m. Montréal time on the replacement financial institutionlast day of the Revolving Period then in effect, if not already a the Revolving Lender, Period shall be reasonably satisfactory to the Revolving Administrative Agent, (v) the replaced Revolving Lender shall be obligated to make such replacement extended in accordance with the provisions of Section 8.6 2.3 in respect of all Revolving Lenders except for those Non-Consenting Lenders whose Commitments were assigned, cancelled or maintained as a Non-Consenting Lender's Non-Revolving Term Facility (provided that with a reduction of the Revolving Commitments, should the Borrower shall be obligated to pay have exercised the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Revolving Borrower, the Revolving Administrative Agent options contemplated in subsection 2.4.2 or any other Revolving Lender shall have against the replaced Revolving Lender. To the extent the Revolving Borrower is unable to replace any Defaulting Lender with a replacement financial institution, the Revolving Borrower may, to the extent that the reduction in the Total Revolving Commitments provided for in this sentence does not cause the Total Revolving Commitments to fall below the outstanding Revolving Loans, remove such Defaulting Lender by repaying such Defaulting Lender’s outstanding Revolving Loans and reducing the Total Revolving Commitments by an amount equal to such Defaulting Lender’s Revolving Commitment2.4.3).
Appears in 1 contract
