Replacement. If Borrowers are entitled to replace a Lender pursuant to the provisions of Section 5.10, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then Borrower Agent may, at its sole expense and effort, upon notice to such Lender and Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.1), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 14.1; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 5.7 or payments required to be made pursuant to Section 3.7, such assignment will result in a reduction in such compensation or payments thereafter; (d) such assignment does not conflict with Applicable Laws; and (e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.
Appears in 3 contracts
Samples: Loan Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Loan Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Loan Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.15, or if any Borrower is required to replace a pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.17, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Agent Representative may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower Representative shall have paid to received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the assignment fee Fronting Parties), which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the applicable Borrowers (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower Representative to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 3 contracts
Samples: Credit Agreement (IHS Markit Ltd.), Credit Agreement (IHS Inc.), Credit Agreement (IHS Inc.)
Replacement. If Borrowers are entitled (i) a Lender requests compensation under Section 2.15, (ii) a Borrower is required to replace pay any additional amount to a Lender or any Governmental Authority for the account of a Lender pursuant to the provisions of Section 5.102.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender or shall become a Non-Consenting LenderLender (as defined below), then the Parent Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Parent Borrower shall have paid to received the prior written consent of the Administrative Agent to such assignee Lender to the assignment fee extent required by Section 10.04, which consent shall not unreasonably be withheld, conditioned or delayed, (if any) specified in Section 14.1;
(bii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts (including, for the avoidance of doubt, any prepayment premium that would have been payable by the relevant Borrower to such Non-Consenting Lender under Section 2.11(a) if such assigning Lender had consented to any Repricing Transaction, in any case, occurring prior to the six-month anniversary of the Restatement Effective Date and giving rise to its status as a Non-Consenting Lender (assuming that such Repricing Transaction has occurred on the date of the effectiveness of such assignment and assumption) payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the Borrowers (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with Applicable Laws; and
the terms of Section 10.02 and (eiii) the Required Lenders (or, in the case of an assignment resulting from any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender becoming who does not agree to such consent, waiver or other modification shall be deemed a “Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.”
Appears in 3 contracts
Samples: Credit Agreement (Coty Inc.), Credit Agreement (Coty Inc.), Credit Agreement (Coty Inc.)
Replacement. If Borrowers are entitled (i) a Lender requests compensation under Section 2.15, (ii) a Borrower is required to replace pay any additional amount to a Lender or any Governmental Authority for the account of a Lender pursuant to the provisions of Section 5.102.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender or shall become a Non-Consenting LenderLender (as defined below), then the Parent Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Parent Borrower shall have paid to received the prior written consent of the Administrative Agent to such assignee Lender to the assignment fee extent required by Section 10.04, which consent shall not unreasonably be withheld, conditioned or delayed, (if any) specified in Section 14.1;
(bii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);
(ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with Applicable Laws; and
the terms of Section 10.02 and (eiii) the Required Lenders (or, in the case of an assignment resulting from any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender becoming who does not agree to such consent, waiver or other modification shall be deemed a “Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.”
Appears in 3 contracts
Samples: Master Amendment (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.)
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.14, or if the Borrower is required to replace a pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.16, or if any Lender is a Defaulting Lender or a Non-Consenting Lenderdefaults in its obligation to fund Loans hereunder, then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower shall have paid to received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the assignment fee Issuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
, and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.14 or payments required to be made pursuant to Section 3.72.16, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 2 contracts
Samples: Revolving Credit Facility Agreement (Lennox International Inc), Revolving Credit Facility Agreement (Lennox International Inc)
Replacement. If Borrowers are entitled to replace a Lender pursuant to the provisions of Section 5.105.9, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then Borrower Agent may, at its sole expense and effort, upon notice to such Lender and Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.113.1), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 14.113.1;
(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.93.8) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);
(c) in the case of any such assignment resulting from a claim for compensation under Section 5.7 or payments required to be made pursuant to Section 3.7, such assignment will result in a reduction in such compensation or payments thereafter;
(d) such assignment does not conflict with Applicable Laws; and
(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.
Appears in 2 contracts
Samples: Loan Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Loan Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Replacement. If Borrowers are entitled (i) a Lender requests compensation under Section 2.15, (ii) a Borrower is required to replace pay any additional amount to a Lender or any Governmental Authority for the account of a Lender pursuant to the provisions of Section 5.102.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender or shall become a Non-Consenting LenderLender (as defined below), then the Parent Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Parent Borrower shall have paid to received the prior written consent of the Administrative Agent to such assignee Lender to the assignment fee extent required by Section 10.04, which consent shall not unreasonably be withheld, conditioned or delayed, (if any) specified in Section 14.1;
(bii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts (including, for the avoidance of doubt, any prepayment premium that would have been payable by the relevant Borrower to such Non-Consenting Lender under Section 2.11(a) if such assigning Lender had consented to any Repricing Transaction, in any case, occurring prior to the six-month anniversary of the Closing Date and giving rise to its status as a Non-Consenting Lender (assuming that such Repricing Transaction has occurred on the date of the effectiveness of such assignment and assumption) payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the Borrowers (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with Applicable Laws; and
the terms of Section 10.02 and (eiii) the Required Lenders (or, in the case of an assignment resulting from any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender becoming who does not agree to such consent, waiver or other modification shall be deemed a “Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.”
Appears in 2 contracts
Samples: Incremental Assumption Agreement and Refinancing Amendment to Credit Agreement (Coty Inc.), Credit Agreement (Coty Inc.)
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.14, or if the Borrower is required to replace a pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.16, or if any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing exiting rights to payments pursuant to Sections 3.7 2.14 and 5.72.07) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower shall have paid to received the prior written consent of the Administrative Agent the assignment fee (and, if any) specified in Section 14.1;
a Revolving Commitment is being assigned, each Issuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
, and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.14 or payments required to be made pursuant to Section 3.72.16, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 2 contracts
Samples: Credit Facility Agreement (Lennox International Inc), Credit Facility Agreement (Lennox International Inc)
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.14, or if the Company is required to replace a pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.16, or if any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, or if any Lender suspends its obligation to maintain or fund Fixed Rate Loans under Section 2.13, then Borrower Agent the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.72.14 or 2.16) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) Borrower the Company shall have paid to received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the assignment fee Issuing Bank, the Foreign Currency Lenders, and Swingline Lenders), which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Foreign Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the Company (in the case of all other amounts);
, and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.14 or payments required to be made pursuant to Section 3.72.16, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Company to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 2 contracts
Samples: Credit Agreement (Valmont Industries Inc), Credit Agreement (Valmont Industries Inc)
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.14, or if the Borrower is required to replace a pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.16, or if any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 2.14 and 5.72.07) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower shall have paid to received the prior written consent of the Administrative Agent the assignment fee (and, if any) specified in Section 14.1;
a Revolving Commitment is being assigned, each Issuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
, and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.14 or payments required to be made pursuant to Section 3.72.16, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Facility Agreement (Lennox International Inc)
Replacement. If Borrowers are entitled (i) a Lender requests compensation under Section 2.15, (ii) the Borrower is required to replace pay any additional amount to a Lender or any Governmental Authority for the account of a Lender pursuant to the provisions of Section 5.102.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender or shall become a Non-Consenting Lenderconsenting Lender (as defined below), then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations in one or more Classes (as the Borrower shall elect) under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower shall have paid to received the prior written consent of the Administrative Agent to the assignment fee extent required by Section 10.04, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with Applicable Laws; and
the terms of Section 10.02 and (eiii) the Required Lenders (or, in the case of an assignment resulting from a Lender becoming a Non-Consenting Lenderany Class voting, the applicable assignee shall holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have consented agreed to the applicable amendmentsuch consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a "Non-consenting Lender".
Appears in 1 contract
Replacement. If Borrowers are entitled (i) a Lender requests compensation under Section 2.12, (ii) the Borrower is required to replace pay any additional amount to a Lender or any Governmental Authority for the account of a Lender pursuant to the provisions of Section 5.102.14, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender or shall become a Non-Consenting LenderLender (as defined below), then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations in one or more Classes (as the Borrower shall elect) under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower shall have paid to received the prior written consent of the Administrative Agent to such assignee Lender to the assignment fee extent required by Section 10.04, which consent shall not unreasonably be withheld, conditioned or delayed, (if any) specified in Section 14.1;
(bii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its LoansLoans of the relevant Class or Classes, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);
(ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.12 or payments required to be made pursuant to Section 3.72.14, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with Applicable Laws; and
the terms of Section 10.02 and (eiii) the Required Lenders (or, in the case of an assignment resulting from any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender becoming who does not agree to such consent, waiver or other modification shall be deemed a “Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.”
Appears in 1 contract
Replacement. If Borrowers are entitled a Lender requests compensation under Section 2.15, or if the Borrower is required to replace pay any additional amount to a Lender or any Governmental Authority for the account of a Lender pursuant to the provisions of Section 5.102.17, or if any a Lender is defaults in its obligation to fund Loans hereunder or if a Defaulting Lender has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other officer having similar powers or if a Lender shall become a Non-Consenting Lenderconsenting Lender (as defined below), then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower shall have paid to received the prior written consent of the Administrative Agent to the assignment fee extent required by Section 10.04, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all affected Lenders) in accordance with Applicable Laws; and
the terms of Section 10.02 and (eiii) the Required Lenders (or, in the case of an assignment resulting from a Lender becoming a Non-Consenting Lenderany Class voting, the applicable assignee shall holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have consented agreed to the applicable amendmentsuch consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a "Non-consenting Lender".
Appears in 1 contract
Replacement. If Borrowers are entitled (i) a Lender requests compensation under Section 2.15, (ii) a Borrower is required to replace pay any additional amount to a Lender or any Governmental Authority for the account of a Lender pursuant to the provisions of Section 5.102.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender or shall become a Non-Consenting Lenderconsenting Lender (as defined below), then the Parent Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (i) terminate the applicable Commitments of such Lender and repay the outstanding principal of its Loans of the relevant Class or Classes, accrued interest thereon, accrued fees and all other amounts payable to it hereunder as of such termination date or (ii) at its sole expense and effort, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Parent Borrower shall have paid to received the prior written consent of the Administrative Agent to such assignee Lender to the assignment fee extent required by Section 10.04, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements and Swingline Loans, to the extent applicable), accrued interest thereon, accrued fees and all other amounts (including, for the avoidance of doubt, any prepayment premium that would have been payable by the Borrower to such Non-consenting Lender under Section 2.11(a) if such assigning Lender had consented to any Repricing Transaction, in any case, occurring prior to the six-month anniversary of the Vion Acquisition Closing Date and giving rise to its status as a Non-consenting Lender (assuming that such Repricing Transaction has occurred on the date of the effectiveness of such assignment and assumption) payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the Borrowers (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does and delegation (and such termination and repayment shall not conflict with Applicable Laws; and
occur) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment, delegation or termination and repayment cease to apply (e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lendertermination and repayment, prior to the date fixed in the applicable assignee shall notice to such lender for such termination and repayment). In the event that (i) the Parent Borrower or the Administrative Agent have consented requested the Lenders to consent to a departure or waiver of any provisions of the applicable amendmentLoan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders, all directly and adversely affected Lenders or any other Class or group of Lenders other than Required Lenders (or other applicable majority) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-consenting Lender”.
Appears in 1 contract
Replacement. If Borrowers are entitled In the event of (a) a refusal by a Lender to replace consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by Requisite Lenders (but requires consent of all Lenders) as provided in subsection 10.6, (b) any Lender requests compensation under subsections 2.7A or 2.7C, (c) Company is required to pay any additional amount to any Lender or any governmental authority for the account of any Lender pursuant to the provisions of Section 5.10subsection 2.7B, or if (d) any Lender is a Defaulting Lender or a Non-Consenting Lenderdefaults in its obligation to fund Loans hereunder, then Borrower Agent Company may, at its sole expense and effort, upon notice if no Potential Event of Default or Event of Default then exists, to replace such Lender (a "REPLACED LENDER") with one or more Eligible Assignees (collectively, the "REPLACEMENT LENDER") acceptable to Agent, PROVIDED that (i) at the time of any replacement pursuant to this subsection 2.8 the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the outstanding Loans and Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained inCommitments of, and consents required in each case participations in Letters of Credit and Swing Line Loans by, Section 14.1)the Replaced Lender and, all of its interestsin connection therewith, rights shall pay to (other than its existing rights to payments pursuant to Sections 3.7 and 5.7x) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Replaced Lender accepts such assignment), provided that:
(a) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 14.1;
(b) such Lender shall have received payment of respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loansof, and all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees and all other amounts payable owing to the Replaced Lender with respect thereto, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it hereunder and under the other Loan Documents (including any amounts under Section 3.9) from the assignee (to the extent such amount was not theretofore funded by such Replaced Lender, and (z) Swing Line Lender an amount equal to such Replaced Lender's Pro Rata Share of any Refunded Swing Line Loans to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and the acceptance thereof by Agent pursuant to subsection 10.1B, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which by the terms of this Agreement survive the termination of this Agreement, which indemnification provisions shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a Standby Letter of Credit in form and substance, and issued by an issuer satisfactory to such Issuing Lender or the furnishing of cash collateral in amounts and pursuant to arrangements satisfactory to such Issuing Lender) have been made with respect to such outstanding principal and accrued interest and fees) or Borrower (in the case Letters of all other amounts);
(c) in the case of Credit. A Lender shall not be required to make any such assignment resulting from and delegation if, prior thereto, as a claim for compensation under Section 5.7 result of a waiver by such Lender or payments required otherwise, the circumstances entitling Company to be made pursuant to Section 3.7, require such assignment will result in a reduction in such compensation or payments thereafter;
(d) such assignment does not conflict with Applicable Laws; and
(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented and delegation cease to the applicable amendment, waiver or consentapply.
Appears in 1 contract
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.15, or if the Borrower is required to replace a pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.10, or if any Lender is a Defaulting Lender or a Non-Consenting Lender2.17, then the Borrower Agent Representative may, at its sole expense 007751-0138-14353-Active.16343568 and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower Representative shall have paid to received the prior written consent of the Administrative Agent the assignment fee Agent, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower Representative to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Agreement (IHS Inc.)
Replacement. If Borrowers are entitled (i) a Lender requests compensation under Section 2.15, (ii) a Borrower is required to replace pay any additional amount to a Lender or any Governmental Authority for the account of a Lender pursuant to the provisions of Section 5.102.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender or shall become a Non-Consenting Lenderconsenting Lender (as defined below), then the Parent Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Parent Borrower shall have paid to received the prior written consent of the Administrative Agent to such assignee Lender to the assignment fee extent required by Section 10.04, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts (including, for the avoidance of doubt, any prepayment premium that would have been payable by the Borrower to such Non-consenting Lender under Section 2.11(a) if such assigning Lender had consented to any Repricing Transaction, in any case, occurring prior to the six-month anniversary of the Vion Acquisition Closing Date and giving rise to its status as a Non-consenting Lender (assuming that such Repricing Transaction has occurred on the date of the effectiveness of such assignment and assumption) payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the Borrowers (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, CREDIT AGREEMENT, Page 77 the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with Applicable Laws; and
the terms of Section 10.02 and (eiii) the Required Lenders (or, in the case of an assignment resulting from a Lender becoming a Non-Consenting Lenderany Class voting, the applicable assignee shall holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have consented agreed to the applicable amendmentsuch consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-consenting Lender”.
Appears in 1 contract
Replacement. If Borrowers are entitled (i) a Lender requests compensation under Section 2.15, (ii) a Borrower is required to replace pay any additional amount to a Lender or any Governmental Authority for the account of a Lender pursuant to the provisions of Section 5.102.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender or shall become a Non-Consenting Lenderconsenting Lender (as defined below), then the Parent Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Parent Borrower shall have paid to received the prior written consent of the Administrative Agent to such assignee Lender to the assignment fee extent required by Section 10.04, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts (including, for the avoidance of doubt, any prepayment premium that would have been payable by the Borrower to such Non-consenting Lender under Section 2.11(a) if such assigning Lender had consented to any Repricing Transaction, in any case, occurring prior to the six-month anniversary of the Vion Acquisition Closing Date and giving rise to its status as a Non-consenting Lender (assuming that such Repricing Transaction has occurred on the date of the effectiveness of such assignment and assumption) payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the Borrowers (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with Applicable Laws; and
the terms of Section 10.02 and (eiii) the Required Lenders (or, in the case of an assignment resulting from a Lender becoming a Non-Consenting Lenderany Class voting, the applicable assignee shall holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have consented agreed to the applicable amendmentsuch consent, waiver or other modification, then any Lender who does not agree to such consent., waiver or other modification shall be deemed a “Non-consenting Lender”. CREDIT AGREEMENT, Page 77
Appears in 1 contract
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.14, or if the Borrower is required to replace a pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.16, or if any Lender is a Defaulting Lender or a Non-Consenting Lenderdefaults in its obligation to fund Loans hereunder, then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and Administrative the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower shall have paid to Administrative Agent received the assignment fee prior written consent of the Agent, the Issuing Banks and Swingline Lender, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts due under Section 3.9) 2.15 other than in connection with an assignment resulting from a Lender's default in its obligations to fund Loans), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
, and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.16 or payments required to be made pursuant to Section 3.72.16, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Agreement (Acxiom Corp)
Replacement. If Borrowers are entitled (i) a Lender requests compensation under Section 2.15, (ii) a Borrower is required to replace pay any additional amount to a Lender or any Governmental Authority for the account of a Lender pursuant to the provisions of Section 5.102.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender or shall become a Non-Consenting Lenderconsenting Lender (as defined below), then the Parent Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (ix) terminate the applicable Commitments of such Lender and repay the outstanding principal of its Loans of the relevant Class or Classes, accrued interest thereon, accrued fees and all other amounts payable to it hereunder as of such termination date or (iiy ) at its sole expense and effort, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (aiA) the Parent Borrower shall have paid to received the prior written consent of the Administrative Agent to such assignee Lender to the assignment fee extent required by Section 10.04, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(biiB ) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements and Swingline Loans, to the extent applicable), accrued interest thereon, accrued fees and all other amounts (including, for the avoidance of doubt, any prepayment premium that would have been payable by the Borrower to such Non-consenting Lender under Section 2.11(a) if such assigning Lender had consented to any Repricing Transaction, in any case, occurring prior to the six-month anniversary of the Vion Acquisition Closing Date and giving rise to its status as a Non-consenting Lender (assuming that such Repricing Transaction has occurred on the date of the effectiveness of such assignment and assumption) payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the Borrowers (in the case of all other amounts);
) and (ciiiC) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does and delegation (and such termination and repayment shall not conflict with Applicable Laws; and
occur) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment, delegation or termination and repayment cease to apply (e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lendertermination and repayment, prior to the date fixed in the applicable assignee shall notice to such lender for such termination and repayment). In the event that (i) the Parent Borrower or the Administrative Agent have consented requested the Lenders to consent to a departure or waiver of any provisions of the applicable amendmentLoan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders, all directly and adversely affected Lenders or any other Class or group of Lenders other than Required Lenders (or other applicable majority) in accordance with the terms of Section 10.02 and (iii) the Required CREDIT AGREEMENT, Page 98 Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-consenting Lender”.
Appears in 1 contract
Replacement. If Borrowers are entitled to replace a Lender pursuant to the provisions of Section 5.10, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then Borrower Agent may, at its sole expense and effort, upon notice to such Lender and Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.1), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 14.1;
(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);; Amended & Restated Loan Agreement (PF)
(c) in the case of any such assignment resulting from a claim for compensation under Section 5.7 or payments required to be made pursuant to Section 3.7, such assignment will result in a reduction in such compensation or payments thereafter;
(d) such assignment does not conflict with Applicable Laws; and
(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.
Appears in 1 contract
Samples: Loan Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.15, or if the Borrower is required to replace a pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.17, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) unless such assignee is a Lender or an Affiliate of a Lender, provided that:
(a) the Borrower shall have paid to received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the assignment fee Fronting Parties), which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
or (dy) terminate the Commitments of such assignment does not conflict with Applicable Laws; and
(e) in Lender and repay all obligations of the case of an assignment resulting from a Borrower owing to such Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented relating to the applicable amendment, waiver or consent.Loans and participations held by such Lender as of such termination
Appears in 1 contract
Samples: Credit Agreement (IHS Markit Ltd.)
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.12, or if Borrower is required to replace a pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.10, or if any Lender is a Defaulting Lender or a Non-Consenting Lender2.14, then Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) Borrower shall have paid to received the prior written consent of the Administrative Agent the assignment fee Agent, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.12 or payments required to be made pursuant to Section 3.72.14, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling Borrower to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Agreement (IHS Inc.)
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.11, or if the Borrower is required to replace a pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.13, or if any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing exiting rights to payments pursuant to Sections 3.7 2.11 and 5.72.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower shall have paid to received the prior written consent of the Administrative Agent the assignment fee Agent, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
, and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.11 or payments required to be made pursuant to Section 3.72.13, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Short Term Facility Agreement (Lennox International Inc)
Replacement. If Borrowers are entitled Company receives a statement of amounts due pursuant to replace subsection 2.8A from a Lender, a Lender (a "NON-CONSENTING LENDER") refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to subsection 11.6, requires consent of 100% of the Lenders or 100% of the Lenders with Obligations directly affected or a Lender becomes an Affected Lender or a Defaulting Lender (any such Lender, a "SUBJECT LENDER"), so long as (i) no Potential Event of Default or Event of Default shall have occurred and be continuing and Company has obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender's Loans and assume the Subject Lender's Commitments and all other obligations of the Subject Lender hereunder, and (ii) if applicable, the Subject Lender is unwilling to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is unwilling to remedy its default upon 10 days prior written notice to the Subject Lender and Administrative Agent, Company may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the provisions of Section 5.10subsection 11.1B; PROVIDED that, prior to or concurrently with such replacement, (1) Company has paid to the Lender receiving such notice all amounts under subsections 2.6D, 2.7 and/or 2.8B (if any applicable) through such date of replacement, (2) the processing fee required to be paid by subsection 11.1B(i) shall have been paid to Administrative Agent by the assignee, (3) all of the requirements for such assignment contained in subsection 11.1B, including, without limitation, the consent of Administrative Agent (if required) and the receipt by Administrative Agent of an executed Assignment Agreement and other supporting documents, have been fulfilled, and (4) in the event such Subject Lender is a Defaulting Lender or a Non-Consenting Lender, then Borrower Agent mayeach assignee shall consent, at its sole expense and effort, upon notice to such Lender and Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.1), all time of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified each matter in Section 14.1;
(b) respect of which such Subject Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);
(c) in the case of any such assignment resulting from a claim for compensation under Section 5.7 or payments required to be made pursuant to Section 3.7, such assignment will result in a reduction in such compensation or payments thereafter;
(d) such assignment does not conflict with Applicable Laws; and
(e) in the case of an assignment resulting from a Lender becoming was a Non-Consenting Lender, the applicable assignee shall have consented Lender and Company also requires each other Subject Lender that is a Non-Consenting Lender to the applicable amendment, waiver or consentassign its Loans and Commitments.
Appears in 1 contract
Replacement. If Borrowers are entitled a Lender requests compensation under Section 2.15, or if the Borrower is required to replace pay any additional amount to a Lender or any Governmental Authority for the account of a Lender pursuant to the provisions of Section 5.102.17, or if any a Lender is defaults in its obligation to fund Loans hereunder, or if a Defaulting Lender has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other officer having similar powers or if a Lender shall become a Non-Consenting Lenderconsenting Lender (as defined below), then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower shall have paid to received the prior written consent of the Administrative Agent to the assignment fee extent required by Section 10.04, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will would result in a reduction in such compensation or payments thereafter;
(d) in the future. A Lender shall not be required to make any such assignment does not conflict and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all affected Lenders) in accordance with Applicable Laws; and
the terms of Section 10.02 and (eiii) the Required Lenders (or, in the case of an assignment resulting from a Lender becoming a Non-Consenting Lenderany Class voting, the applicable assignee shall holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have consented agreed to the applicable amendmentsuch consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-consenting Lender”.
Appears in 1 contract
Replacement. If In the event (a) of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by Requisite Lenders (but requires consent of all Lenders) as provided in subsection 11.6, (b) any Lender becomes an Affected Lender or requests compensation under subsection 2.7A, 2.7C or 3.6, (c) the Borrowers are entitled required to replace a pay any additional amount to any Lender or any governmental authority for the account of any Lender pursuant to the provisions of Section 5.10subsection 2.7B, or if (d) any Lender is a Defaulting Lender or a Non-Consenting Lenderdefaults in its obligation to fund Loans hereunder, then Borrower Agent the Borrowers may, at its their sole expense and effort, upon notice to if no Potential Event of Default or Event of Default then exists, replace such Lender and (a "REPLACED LENDER") with one or more Eligible Assignees (collectively, the "REPLACEMENT LENDER") reasonably acceptable to Administrative Agent, require provided that (i) at the time of any replacement pursuant to this subsection 2.8 the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 11.1B (and with all fees payable pursuant to such subsection 11.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender to assign shall acquire all of the outstanding Loans and delegate, without recourse (in accordance with and subject to the restrictions contained inCommitments of, and consents required participations in Letters of Credit by, Section 14.1)the Replaced Lender and, all of its interestsin connection therewith, rights shall pay to (other than its existing rights to payments pursuant to Sections 3.7 and 5.7x) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Replaced Lender accepts such assignment), provided that:
(a) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 14.1;
(b) such Lender shall have received payment of respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loansof, and all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender with respect thereto and all other amounts payable (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it hereunder and under the other Loan Documents (including any amounts under Section 3.9) from the assignee (to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D) of the Borrowers owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and the acceptance thereof by Administrative Agent pursuant to subsection 11.1B, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which by the terms of this Agreement survive the termination of this Agreement, which indemnification provisions shall survive as to such 100 Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a Standby Letter of Credit in form and substance, and issued by an issuer satisfactory to such Issuing Lender or the furnishing of cash collateral in amounts and pursuant to arrangements satisfactory to such Issuing Lender) have been made with respect to such outstanding principal and accrued interest and fees) or Borrower (in the case Letters of all other amounts);
(c) in the case of Credit. A Lender shall not be required to make any such assignment resulting from and delegation if, prior thereto, as a claim for compensation under Section 5.7 result of a waiver by such Lender or payments required otherwise, the circumstances entitling the Borrowers to be made pursuant to Section 3.7, require such assignment will result in a reduction in such compensation or payments thereafter;
(d) such assignment does not conflict with Applicable Laws; and
(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented and delegation cease to the applicable amendment, waiver or consentapply.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Lincoln Electric Holdings Inc)
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.15, or if theany Borrower is required to replace a pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.10, or if any Lender is a Defaulting Lender or a Non-Consenting Lender2.17, then the Borrower Agent Representative may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower Representative shall have paid to received the prior written consent of the Administrative Agent the assignment fee Agent, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the applicable Borrowers (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower Representative to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Agreement (IHS Inc.)
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.14, or if the Borrower is required to replace a pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.16, or if any Revolving Lender is becomes a Defaulting Lender or a Non-Consenting LenderLender (as provided in Section 10.02), then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower shall have paid to received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the assignment fee Issuing Banks and Swingline Lender), which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts due under Section 3.9) 2.15 other than in connection with an assignment resulting from a Lender’s default in its obligations to fund Loans), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
, and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.16 or payments required to be made pursuant to Section 3.72.14, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Agreement (Acxiom Corp)
Replacement. If Borrowers are entitled In the event of (a) a refusal by a Lender to replace consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by Requisite Lenders (but requires consent of all Lenders) as provided in subsection 10.6, (b) any Lender becomes an Affected Lender or requests compensation under subsection 2.7A, 2.7C or 3.6, (c) Company is required to pay any additional amount to any Lender or any governmental authority for the account of any Lender pursuant to the provisions of Section 5.10subsection 2.7B, or if (d) any Lender is a Defaulting Lender or a Non-Consenting Lenderdefaults in its obligation to fund Loans hereunder, then Borrower Agent Company may, at its sole expense and effort, upon notice to if no Potential Event of Default or Event of Default then exists, replace such Lender and (a "Replaced Lender") with one or more Eligible Assignees (collectively, the "Replacement Lender") acceptable to Administrative Agent, require provided that (i) at the time of any replacement pursuant to this subsection 2.8 the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender to assign shall acquire all of the outstanding Loans and delegate, without recourse (in accordance with and subject to the restrictions contained inCommitments of, and consents required in each case participations in Letters of Credit and Swing Line Loans by, Section 14.1)the Replaced Lender and, all of its interestsin connection therewith, rights shall pay to (other than its existing rights to payments pursuant to Sections 3.7 and 5.7x) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Replaced Lender accepts such assignment), provided that:
(a) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 14.1;
(b) such Lender shall have received payment of respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loansof, and all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees and all other amounts payable owing to the Replaced Lender with respect thereto, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it hereunder and under the other Loan Documents (including any amounts under Section 3.9) from the assignee (to the extent such amount was not theretofore funded by such Replaced Lender, and (z) Swing Line Lender an amount equal to such Replaced Lender's Pro Rata Share of any Refunded Swing Line Loans to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and the acceptance thereof by Administrative Agent pursuant to subsection 10.1B, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which by the terms of this Agreement survive the termination of this Agreement, which indemnification provisions shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a Standby Letter of Credit in form and substance, and issued by an issuer satisfactory to such Issuing Lender or the furnishing of cash collateral in amounts and pursuant to arrangements satisfactory to such Issuing Lender) have been made with respect to such outstanding principal and accrued interest and fees) or Borrower (in the case Letters of all other amounts);
(c) in the case of Credit. A Lender shall not be required to make any such assignment resulting from and delegation if, prior thereto, as a claim for compensation under Section 5.7 result of a waiver by such Lender or payments required otherwise, the circumstances entitling Company to be made pursuant to Section 3.7, require such assignment will result in a reduction in such compensation or payments thereafter;
(d) such assignment does not conflict with Applicable Laws; and
(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented and delegation cease to the applicable amendment, waiver or consentapply.
Appears in 1 contract
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.15, or if any Borrower is required to replace a pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.17, or if any Lender is a 007751-0138-14324-Active.18437309 #86412664v10 Defaulting Lender or a Non-Consenting Lender, then the Borrower Agent Representative may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower Representative shall have paid to received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the assignment fee Fronting Parties), which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Available Currency Loans, Canadian Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the applicable Borrowers (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower Representative to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Agreement (IHS Inc.)
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.14, or if the Borrower is required to replace a pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.16, or if any Lender is SIXTH AMENDED AND RESTATED CREDIT FACILITY AGREEMENT, Page 48 becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing exiting rights to payments pursuant to Sections 3.7 2.14 and 5.72.07) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower shall have paid to received the prior written consent of the Administrative Agent the assignment fee (and, if any) specified in Section 14.1;
a Revolving Commitment is being assigned, each Issuing Bank and Swingline Lender), which consent shall not unreasonably be withheld, (bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
, and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.14 or payments required to be made pursuant to Section 3.72.16, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Facility Agreement (Lennox International Inc)
Replacement. If Borrowers are entitled (i) a Lender requests compensation under Section 2.15, (ii) a Borrower is required to replace pay any additional amount to a Lender or any Governmental Authority for the account of a Lender pursuant to the provisions of Section 5.102.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender or shall become a Non-Consenting Lenderconsenting Lender (as defined below), then the Parent Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (i) terminate the applicable Commitments of such Lender and repay the outstanding principal of its Loans of the relevant Class or Classes, accrued interest thereon, accrued fees and all other amounts payable to it hereunder as of such termination date or (ii) at its sole expense and effort, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Parent Borrower shall have paid to received the prior written consent of the Administrative Agent to such assignee Lender to the assignment fee extent required by Section 10.04, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements and Swingline Loans, to the extent applicable), accrued interest thereon, accrued fees and all other amounts (including, for the avoidance of doubt, any prepayment premium that would have been payable by the Borrower to such Non-consenting Lender under Section 2.11(a) if such assigning Lender had consented to any Repricing Transaction, in any case, occurring prior to the six-month anniversary of the Vion Acquisition Closing Date and giving rise to its status as a Non-consenting Lender (assuming that such Repricing Transaction has occurred on the date of the effectiveness of such assignment and assumption) payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the Borrowers (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does and delegation (and such termination and repayment shall not conflict with Applicable Laws; occur) if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and
, delegation or termination and repayment cease to apply (e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lendertermination and repayment, prior to the date fixed in the applicable assignee shall notice to such lender for such termination and repayment). In the event that (i) the Parent Borrower or the Administrative Agent have consented requested the Lenders to consent to a departure or waiver of any provisions of the applicable amendmentLoan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or, all directly and adversely affected Lenders or any other Class or group of Lenders other than Required Lenders (or other applicable majority) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-consenting Lender”.
Appears in 1 contract
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.15, or if the Borrower is required to replace a pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.17, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) unless such assignee is a Lender or an Affiliate of a Lender, provided that:
(a) the Borrower shall have paid to received the prior written consent of the Administrative Agent the assignment fee Agent, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
or (dy) terminate the Commitments of such Lender and repay all obligations of the Borrower owing to such Lender relating to the Loans held by such Lender as of such termination date. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Agreement (IHS Markit Ltd.)
Replacement. If Borrowers are entitled In the event of (a) a refusal by a Lender to replace consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by Requisite Lenders (but requires consent of all Lenders) as provided in subsection 10.6, (b) any Lender becomes an Affected Lender or requests compensation under subsection 2.7A, 2.7C or 3.6, (c) Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.10subsection 2.7B, or if (d) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then Borrower Agent Company may, at its sole expense and effort, upon notice to replace such Lender and (a “Replaced Lender”) with one or more Eligible Assignees (collectively, the “Replacement Lender”) reasonably acceptable to Administrative Agent, require provided that (i) at the time of any replacement pursuant to this subsection 2.8 the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender to assign shall acquire all of the outstanding Loans and delegate, without recourse (in accordance with and subject to the restrictions contained inCommitments of, and consents required in each case participations in Letters of Credit and Swing Line Loans by, Section 14.1)the Replaced Lender and, all of its interestsin connection therewith, rights shall pay to (other than its existing rights to payments pursuant to Sections 3.7 and 5.7x) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Replaced Lender accepts such assignment), provided that:
(a) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 14.1;
(b) such Lender shall have received payment of respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loansof, and all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees and all other amounts payable owing to the Replaced Lender with respect thereto, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender’s Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it hereunder and under the other Loan Documents (including any amounts under Section 3.9) from the assignee (to the extent such amount was not theretofore funded by such Replaced Lender, and (z) Swing Line Lender an amount equal to such Replaced Lender’s Pro Rata Share of any Refunded Swing Line Loans to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and the acceptance thereof by Administrative Agent pursuant to subsection 10.1B, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which by the terms of this Agreement survive the termination of this Agreement, which indemnification provisions shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a standby Letter of Credit in form and substance, and issued by an issuer satisfactory to such Issuing Lender or the furnishing of cash collateral in amounts and pursuant to arrangements satisfactory to such Issuing Lender) have been made with respect to such outstanding principal and accrued interest and fees) or Borrower (in the case Letters of all other amounts);
(c) in the case of Credit. A Lender shall not be required to make any such assignment resulting from and delegation if, prior thereto, as a claim for compensation under Section 5.7 result of a waiver by such Lender or payments required otherwise, the circumstances entitling Company to be made pursuant to Section 3.7, require such assignment will result in a reduction in such compensation or payments thereafter;
(d) such assignment does not conflict with Applicable Laws; and
(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented and delegation cease to the applicable amendment, waiver or consentapply.
Appears in 1 contract
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.15, or if the Borrower is required to replace a pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.17, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) unless such assignee is a Lender or an Affiliate of a Lender, provided that:
(a) the Borrower shall have paid to received the prior written consent of the Administrative Agent the assignment fee Agent, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
or (dy) repay all obligations of the Borrower owing to such Lender relating to the Loans held by such Lender as of such termination date. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Agreement (IHS Markit Ltd.)
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.14, or if the Company is required to replace a pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.16, or if any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, or if any Lender suspends its obligation to maintain or fund Fixed Rate Loans under Section 2.12(h), then Borrower Agent the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) Borrower the Company shall have paid to received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the assignment fee Issuing Bank, the Foreign Currency Lenders, and Swingline Lender), which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, Foreign Currency Loans and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the Company (in the case of all other amounts);
, and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.14 or payments required to be made pursuant to Section 3.72.16, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Company to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Replacement. If Borrowers are entitled (i) a Lender requests compensation under Section 2.15, (ii) a Borrower is required to replace pay any additional amount to a Lender or any Governmental Authority for the account of a Lender pursuant to the provisions of Section 5.102.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender or shall become a Non-Consenting Lenderconsenting Lender (as defined below), then the Parent Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Parent Borrower shall have paid to received the prior written consent of the Administrative Agent to such assignee Lender to the assignment fee extent required by Section 10.04, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the Borrowers (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with Applicable Laws; and
the terms of Section 10.02 and (eiii) the Required Lenders (or, in the case of an assignment resulting from a Lender becoming a Non-Consenting Lenderany Class voting, the applicable assignee shall holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have consented agreed to the applicable amendmentsuch consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a “Non-consenting Lender”.
Appears in 1 contract
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.15, or if the Borrower is required to replace a pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.17, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Agent Representative may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower Representative shall have paid to received the prior written consent of the Administrative Agent the assignment fee Agent, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower Representative to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Agreement (IHS Inc.)
Replacement. If Borrowers are entitled In the event of (a) a refusal by a Lender to replace consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by Requisite Lenders (but requires consent of all Lenders) as provided in subsection 10.6, (b) any Lender becomes an Affected Lender or requests compensation under subsection 2.7A, 2.7C or 3.6, (c) Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.10subsection 2.7B, or if (d) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then Borrower Agent Company may, at its sole expense and effort, upon notice replace such Lender (a “Replaced Lender”) with one or more Eligible Assignees (collectively, the “Replacement Lender”) reasonably acceptable to Administrative Agent; provided that (i) at the time of any replacement pursuant to this subsection 2.8 the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the outstanding Loans and Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained inCommitments of, and consents required in each case participations in Letters of Credit by, Section 14.1)the Replaced Lender and, all of its interestsin connection therewith, rights shall pay to (other than its existing rights to payments pursuant to Sections 3.7 and 5.7x) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Replaced Lender accepts such assignment), provided that:
(a) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 14.1;
(b) such Lender shall have received payment of respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loansof, and all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender with respect thereto, and all other amounts payable (y) the appropriate Issuing Lender an amount equal to such Replaced Lender’s Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it hereunder and under the other Loan Documents (including any amounts under Section 3.9) from the assignee (to the extent such amount was not theretofore funded by such Replaced Lender and (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and the acceptance thereof by Administrative Agent pursuant to subsection 10.1B, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which by the terms of this Agreement survive the termination of this Agreement, which indemnification provisions shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a standby Letter of Credit in form and substance, and issued by an issuer satisfactory to such Issuing Lender or the furnishing of cash collateral in amounts and pursuant to arrangements satisfactory to such Issuing Lender) have been made with respect to such outstanding principal and accrued interest and fees) or Borrower (in the case Letters of all other amounts);
(c) in the case of Credit. A Lender shall not be required to make any such assignment resulting from and delegation if, prior thereto, as a claim for compensation under Section 5.7 result of a waiver by such Lender or payments required otherwise, the circumstances entitling Company to be made pursuant to Section 3.7, require such assignment will result in a reduction in such compensation or payments thereafter;
(d) such assignment does not conflict with Applicable Laws; and
(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented and delegation cease to the applicable amendment, waiver or consentapply.
Appears in 1 contract
Replacement. If Borrowers are entitled (i) a Lender requests compensation under Section 2.15, (ii) a Borrower is required to replace pay any additional amount to a Lender or any Governmental Authority for the account of a Lender pursuant to the provisions of Section 5.102.17, or if any (iii) a Lender is a Defaulting Lender, or (iv) a Lender or shall become a Non-Consenting LenderLender (as defined below), then Borrower Agent the Parent may, at its sole expense and effort, upon notice to such Lender and the Administrative AgentAgent (such notice automatically be deemed given if a Lender becomes a Defaulting Lender pursuant to clause (e)(iii) of the definition of “Defaulting Lender”), require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.03), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations in one or more Classes (as the Parent shall elect) under this Agreement and the related Loan Documents to an assignee Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) Borrower the Parent shall have paid to received the prior written consent of the Administrative Agent to such assignee Lender to the assignment fee extent required by Section 10.03, which consent shall not unreasonably be withheld, conditioned or delayed, (if any) specified in Section 14.1;
(bii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of its Loans of the relevant Class or Classes (and participations in LC Disbursements and Swingline Loans, to the extent applicable) accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower the Borrowers (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. In the event that (i) the Parent or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all directly affected Lenders) in accordance with Applicable Laws; and
the terms of Section 10.02 and (eiii) the Required Lenders (or, in the case of an assignment resulting from any Class voting, the holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender becoming who does not agree to such consent, waiver or other modification shall be deemed a “Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.”
Appears in 1 contract
Samples: Credit Agreement (Galleria Co.)
Replacement. If Borrowers are entitled (i) a Lender requests compensation under Section 2.15, (ii) the Borrower is required to replace pay any additional amount to a Lender or any Governmental Authority for the account of a Lender pursuant to the provisions of Section 5.102.17, (iii) a Lender defaults in its obligation to fund Loans hereunder, has become insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other officer having similar powers, or if any Lender otherwise is a Defaulting Lender, or (iv) a Lender or shall become a Non-Consenting Lenderconsenting Lender (as defined below), then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower shall have paid to received the prior written consent of the Administrative Agent to the assignment fee extent required by Section 10.04, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or all affected Lenders) in accordance with Applicable Laws; and
the terms of Section 10.02 and (eiii) the Required Lenders (or, in the case of an assignment resulting from a Lender becoming a Non-Consenting Lenderany Class voting, the applicable assignee shall holders of a majority of the outstanding Loans and unused Commitments in respect of such Class) have consented agreed to the applicable amendmentsuch consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a "Non-consenting Lender".
Section 2.5. Addition of Section 2.21. Section 2.21 is added to the end of Article II to the Agreement immediately following Section 2.20 thereto and such new Section 2.21 shall read in its entirety as follows:
Appears in 1 contract
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.14, or if the Borrower is required to replace a pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.16, or if any Lender is a Defaulting Lender or a Non-Consenting Lenderdefaults in its obligation to fund Loans hereunder, then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and Administrative the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower shall have paid to Administrative Agent received the assignment fee prior written consent of the Agent, the Issuing Banks and Swingline Lender, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts due under Section 3.9) 2.15 other than in connection with an assignment resulting from a Lender’s default in its obligations to fund Loans), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
, and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.16 or payments required to be made pursuant to Section 3.72.14, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Agreement (Acxiom Corp)
Replacement. If Borrowers are entitled In the event of (a) a refusal by a Lender to replace consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by Requisite Lenders (but requires consent of all Lenders) as provided in subsection 10.6, (b) any Lender becomes an Affected Lender or requests compensation under subsection 2.7A, 2.7C or 3.6, (c) Company is required to pay any additional amount to any Lender or any governmental authority for the account of any Lender pursuant to the provisions of Section 5.10subsection 2.7B, or if (d) any Lender is a Defaulting Lender or a Non-Consenting Lenderdefaults in its obligation to fund Loans hereunder, then Borrower Agent Company may, at its sole expense and effort, upon notice to replace such Lender and (a "Replaced Lender") with one or more Eligible Assignees (collectively, the "Replacement Lender") acceptable to Administrative Agent, require provided that (i) at the time of any replacement pursuant to this subsection 2.8 the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender to assign shall acquire all of the outstanding Loans and delegate, without recourse (in accordance with and subject to the restrictions contained inCommitments of, and consents required in each case participations in Letters of Credit and Swing Line Loans by, Section 14.1)the Replaced Lender and, all of its interestsin connection therewith, rights shall pay to (other than its existing rights to payments pursuant to Sections 3.7 and 5.7x) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Replaced Lender accepts such assignment), provided that:
(a) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 14.1;
(b) such Lender shall have received payment of respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loansof, and all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees and all other amounts payable owing to the Replaced Lender with respect thereto, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender's Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it hereunder and under the other Loan Documents (including any amounts under Section 3.9) from the assignee (to the extent such amount was not theretofore funded by such Replaced Lender, and (z) Swing Line Lender an amount equal to such Replaced Lender's Pro Rata Share of any Refunded Swing Line Loans to the extent such amount was not theretofore funded by such Replaced Lender, and (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and the acceptance thereof by Administrative Agent pursuant to subsection 10.1B, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which by the terms of this Agreement survive the termination of this Agreement, which indemnification provisions shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a Standby Letter of Credit in form and substance, and issued by an issuer satisfactory to such Issuing Lender or the furnishing of cash collateral in amounts and pursuant to arrangements satisfactory to such Issuing Lender) have been made with respect to such outstanding principal and accrued interest and fees) or Borrower (in the case Letters of all other amounts);
(c) in the case of Credit. A Lender shall not be required to make any such assignment resulting from and delegation if, prior thereto, as a claim for compensation under Section 5.7 result of a waiver by such Lender or payments required otherwise, the circumstances entitling Company to be made pursuant to Section 3.7, require such assignment will result in a reduction in such compensation or payments thereafter;
(d) such assignment does not conflict with Applicable Laws; and
(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented and delegation cease to the applicable amendment, waiver or consentapply.
Appears in 1 contract
Replacement. If Borrowers are entitled In the event that (a) any Lender becomes an Affected Lender or requests compensation under subsection 2.8A or 2.8C, (b) Company is required to replace a pay any additional amount to any Lender or any governmental authority for the account of any Lender pursuant to the provisions of Section 5.10subsection 2.8B, or if (c) any Lender is a Defaulting Lender or a Non-Consenting Lenderdefaults in its obligation to fund Loans hereunder, then Borrower Agent Company may, at its sole expense and effort, upon notice to if no Default or Event of Default exists, replace such Lender and (a "Replaced Lender") with one or more Eligible Assignees (collectively, the "Replacement Lender") acceptable to Administrative Agent, require provided that (i) at the time of any replacement pursuant to this subsection 2.9 the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender to assign shall acquire all of the outstanding Loans and delegateCommitments of the Replaced Lender and, without recourse (in accordance with and subject connection therewith, shall pay to the restrictions contained in, and consents required by, Section 14.1), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Replaced Lender accepts such assignment), provided that:
(a) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 14.1;
(b) such Lender shall have received payment of respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loansof, and all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender and (B) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender with respect thereto and (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.7D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and the acceptance thereof by Administrative Agent pursuant to subsection 10.1B, the payment of amounts payable referred to it in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which by the other Loan Documents (including any amounts under Section 3.9) from terms of this Agreement survive the assignee (termination of this Agreement, which indemnification provisions shall survive as to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);
(c) in the case of Replaced Lender. A Lender shall not be required to make any such assignment resulting from and delegation if, prior thereto, as a claim for compensation under Section 5.7 result of a waiver by such Lender or payments required otherwise, the circumstances entitling Company to be made pursuant to Section 3.7, require such assignment will result in a reduction in such compensation or payments thereafter;
(d) such assignment does not conflict with Applicable Laws; and
(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented and delegation cease to the applicable amendment, waiver or consentapply.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Express Scripts Inc)
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.15, or if the Borrower is required to replace a pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.17, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower shall have paid to received the prior written consent of the Administrative Agent the assignment fee Agent, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Agreement (IHS Markit Ltd.)
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.15, or if the Borrower is required to replace a pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.17, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) unless such assignee is a Lender or an Affiliate of a Lender, provided that:
(a) the Borrower shall have paid to received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the assignment fee Fronting Parties), which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9) hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
) and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.15 or payments required to be made pursuant to Section 3.72.17, such assignment will result in a reduction in such compensation or payments thereafter;
or (dy) terminate the Commitments of such Lender and repay all obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Agreement (IHS Markit Ltd.)
Replacement. If Borrowers are entitled In the event of (a) a refusal by a Lender to replace consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by Requisite Lenders (but requires consent of all Lenders) as provided in subsection 10.6, (b) any Lender becomes an Affected Lender or requests compensation under subsection 2.7A, 2.7C or 3.6, (c) Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.10subsection 2.7B, or if (d) any Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then Borrower Agent Company may, at its sole expense and effort, upon notice to replace such Lender and (a “Replaced Lender”) with one or more Eligible Assignees (collectively, the “Replacement Lender”) reasonably acceptable to Administrative Agent, require provided that (i) at the time of any replacement pursuant to this subsection 2.8 the Replacement Lender shall enter into one or more Assignment Agreements pursuant to subsection 10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by the Replacement Lender) pursuant to which the Replacement Lender to assign shall acquire all of the outstanding Loans and delegate, without recourse (in accordance with and subject to the restrictions contained inCommitments of, and consents required in each case participations in Letters of Credit and Swing Line Loans by, Section 14.1)the Replaced Lender and, all of its interestsin connection therewith, rights shall pay to (other than its existing rights to payments pursuant to Sections 3.7 and 5.7x) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Replaced Lender accepts such assignment), provided that:
(a) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 14.1;
(b) such Lender shall have received payment of respect thereof an amount equal to the outstanding sum of (A) an amount equal to the principal of its Loansof, and all accrued interest thereonon, accrued all outstanding Loans of the Replaced Lender, (B) an amount equal to all unpaid drawings with respect to Letters of Credit that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but theretofore unpaid, fees and all other amounts payable owing to the Replaced Lender with respect thereto, (y) the appropriate Issuing Lender an amount equal to such Replaced Lender’s Pro Rata Share of any unpaid drawings with respect to Letters of Credit (which at such time remains an unpaid drawing) issued by it hereunder and under the other Loan Documents (including any amounts under Section 3.9) from the assignee (to the extent such amount was not theretofore funded by such Replaced Lender and (z) Swing Line Lender an amount equal to such Replaced Lender’s Pro Rata Share of any Refunded Swing Line Loans to the extent such amount was not theretofore funded by such Replaced Lender and (ii) all obligations (including without limitation all such amounts, if any, owing under subsection 2.6D) of Company owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements and the acceptance thereof by Administrative Agent pursuant to subsection 10.1B, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by Company, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder except with respect to indemnification provisions under this Agreement which by the terms of this Agreement survive the termination of this Agreement, which indemnification provisions shall survive as to such Replaced Lender. Notwithstanding anything to the contrary contained above, no Issuing Lender may be replaced hereunder at any time while it has Letters of Credit outstanding hereunder unless arrangements satisfactory to such Issuing Lender (including the furnishing of a standby Letter of Credit in form and substance, and issued by an issuer satisfactory to such Issuing Lender or the furnishing of cash collateral in amounts and pursuant to arrangements satisfactory to such Issuing Lender) have been made with respect to such outstanding principal and accrued interest and fees) or Borrower (in the case Letters of all other amounts);
(c) in the case of Credit. A Lender shall not be required to make any such assignment resulting from and delegation if, prior thereto, as a claim for compensation under Section 5.7 result of a waiver by such Lender or payments required otherwise, the circumstances entitling Company to be made pursuant to Section 3.7, require such assignment will result in a reduction in such compensation or payments thereafter;
(d) such assignment does not conflict with Applicable Laws; and
(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented and delegation cease to the applicable amendment, waiver or consentapply.
Appears in 1 contract
Replacement. If Borrowers are entitled any Lender requests compensation under Section 2.14, or if the Borrower is required to replace a pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the provisions of Section 5.102.16, or if any Revolving Lender is becomes a Defaulting Lender or a Non-Consenting Lender, then the Borrower Agent may, at its sole expense and effort, upon notice to such Lender and Administrative the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, in Section 14.110.04), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.7 and 5.7) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), ; provided that:
that (ai) the Borrower shall have paid to Administrative Agent received the assignment fee prior written consent of the Agent, the Issuing Banks and Swingline Lender, which consent shall not unreasonably be withheld, (if any) specified in Section 14.1;
(bii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts due under Section 3.9) 2.15 other than in connection with an assignment resulting from a Lender's default in its obligations to fund Loans), from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
, and (ciii) in the case of any such assignment resulting from a claim for compensation under Section 5.7 2.16 or payments required to be made pursuant to Section 3.72.14, such assignment will result in a reduction in such compensation or payments thereafter;
(d) payments. A Lender shall not be required to make any such assignment does not conflict with Applicable Laws; and
(e) in the case and delegation if, prior thereto, as a result of an assignment resulting from a waiver by such Lender becoming a Non-Consenting Lenderor otherwise, the applicable assignee shall have consented circumstances entitling the Borrower to the applicable amendment, waiver or consentrequire such assignment and delegation cease to apply.
Appears in 1 contract
Samples: Credit Agreement (Acxiom Corp)