Substitution of Banks. If any Bank (an “Affected Bank”) (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, (ii) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR Loan or Bid Rate Loan as a result of a condition described in Section 3.03 or clause (b) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed to waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in clause (b) of Section 3.02 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Shares.
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Substitution of Banks. If any Bank (an “Affected Bank”) (i1) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, 3.01 or (ii2) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR Loan or Bid Rate LIBOR Loan as a result of a condition described in Section 3.03 or clause (b2) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v3) becomes a Defaulting Lender or a Non-Consenting BankLender, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of (or the occurrence of an such other event described above in this causing Borrower to be required to pay Additional Costs or causing said Section 3.07 3.03 or clause (provided (A2) of Section 3.02 to be applicable) or such 90-day limit shall not be applicable for Bank becoming a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (Lender, as defined below) and shall be diligently pursuing such attempt)the case may be, give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention either (x) to prepay in full the Affected Bank’s Note and to terminate the Affected Bank’s entire Term Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided. In the event Borrower opts to give the notice provided for in clause (x) above, that in and if the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Affected Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) agree within thirty (30) days after of its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed thereof to waive the payment of the Additional Costs, Indemnified Taxes or other amounts Costs in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in 3.03 or clause (b2) of Section 3.02 3.02, if applicable, then, so long as no Default or Event of Default shall exist, Borrower may terminate the Affected Bank’s entire Term Loan Commitment, provided that in Section 3.06 and (C) connection therewith it pays to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Shares.Bank all
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Substitution of Banks. If any Bank (an “Affected Bank”) (i1) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, 3.01 or additional amounts under Section 3.06 or (ii2) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR Loan or Term SOFR Bid Rate Loan as a result of a condition described in Section 3.03 3.03, or clause (b3) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires if Borrower is required to pay any Indemnified Taxes or other additional amounts to such any Bank, any Issuing Bank or any Governmental Authority for the account of any Bank or Issuing Bank pursuant to Section 10.133.10, or (v4) becomes a Defaulting Lender or a Non-Consenting BankLender, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of (or the occurrence of an such other event described above in this causing Borrower to be required to pay Additional Costs or causing said Section 3.07 (provided (A3.03 to be applicable) or such 90-day limit shall not be applicable for Bank becoming a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (Lender, as defined below) and shall be diligently pursuing such attempt)the case may be, give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention either (x) to prepay in full the Affected Bank’s Note and to terminate the Affected Bank’s entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided. In the event Borrower opts to give the notice provided for in clause (x) above, that in and if the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Affected Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) agree within thirty (30) days after of its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed thereof to waive the payment of the Additional Costs, Indemnified Taxes or other amounts Costs in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in if applicable, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (b2) of Section 3.02 or 2.10(a)) terminate the Affected Bank’s entire Loan Commitment, provided that in Section 3.06 and (C) connection therewith it pays to the extent two or more Affected Banks are so prepaid Bank all outstanding principal and their Loan Commitments terminatedaccrued and unpaid interest under the Affected Bank’s Note, such together with all other amounts, if any, due from Borrower to the Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminationsBank, including all amounts properly demanded and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Sharesunreimbursed under Sections 3.01 and 3.05.
Appears in 1 contract
Samples: Revolving Loan Agreement (Avalonbay Communities Inc)
Substitution of Banks. If any Bank (an “"Affected Bank”") (i1) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, 3.01 or (ii2) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR LIBOR Loan or LIBOR Bid Rate Loan as a result of a condition described in Section 3.03 or clause (b2) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of (or the occurrence of an such other event described above in this causing Borrower to be required to pay Additional Costs or causing said Section 3.07 3.03 or clause (provided (A2) such 90-day limit shall not of Section 3.02 to be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (applicable), as defined below) and shall be diligently pursuing such attempt)the case may be, give written notice (a “"Replacement Notice”") to Administrative Agent and to each Bank of Borrower’s 's intention either (x) to prepay in full the Affected Bank's Note and to terminate the Affected Bank's entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “"Replacement Bank”") designated in such Replacement Notice; provided. In the event Borrower opts to give the notice provided for in clause (x) above, that in and if the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Affected Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) agree within thirty (30) days after of its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed thereof to waive the payment of the Additional Costs, Indemnified Taxes or other amounts Costs in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in 3.03 or clause (b2) of Section 3.02 3.02, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.10(a)) terminate the Affected Bank's entire Loan Commitment, provided that in Section 3.06 and (C) connection therewith it pays to the extent two or more Affected Banks are so prepaid Bank all outstanding principal and their Loan Commitments terminatedaccrued and unpaid interest under the Affected Bank's Note, such together with all other amounts, if any, due from Borrower to the Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminationsBank, including all amounts properly demanded and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Sharesunreimbursed under Sections 3.01 and 3.
Appears in 1 contract
Samples: Revolving Loan Agreement (Avalonbay Communities Inc)
Substitution of Banks. If any Bank (an “Affected Bank”) (i1) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, 3.01 or additional amounts under Section 3.06 or (ii2) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR Loan or Bid Rate LIBOR Loan as a result of a condition described in Section 3.03 3.03, or clause (b3) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires if Borrower is required to pay any Indemnified Taxes or other additional amounts to such any Bank or any Governmental Authority for the account of any Bank pursuant to Section 10.133.10, or (v4) becomes a Defaulting Lender or a Non-Consenting BankLender, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of (or the occurrence of an such other event described above in this causing Borrower to be required to pay Additional Costs or causing said Section 3.07 (provided (A3.03 to be applicable) or such 90-day limit shall not be applicable for Bank becoming a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (Lender, as defined below) and shall be diligently pursuing such attempt)the case may be, give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention either (x) to prepay in full the Affected Bank’s Note(s) and to terminate the Affected Bank’s entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided. In the event Borrower opts to give the notice provided for in clause (x) above, that in and if the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Affected Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) agree within thirty (30) days after of its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed thereof to waive the payment of the Additional Costs, Indemnified Taxes or other amounts Costs in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, if applicable, then, so long as no Default or Event of Default shall exist, Borrower may terminate the Affected Bank’s entire Loan Commitment, provided that in clause (b) of Section 3.02 or in Section 3.06 and (C) connection therewith it pays to the extent two or more Affected Banks are so prepaid Bank all outstanding principal and their Loan Commitments terminatedaccrued and unpaid interest under the Affected Bank’s Note(s), such together with all other amounts, if any, due from Borrower to the Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminationsBank, including all amounts properly demanded and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Sharesunreimbursed under Sections 3.01 and 3.
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Substitution of Banks. If any Bank (an “Affected Bank”) (i1) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, 3.01 or (ii2) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR LIBOR Loan or LIBOR Bid Rate Loan as a result of a condition described in Section 3.03 or clause (b2) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v3) becomes a Defaulting Lender or a Non-Consenting BankLender, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of (or the occurrence of an such other event described above in this causing Borrower to be required to pay Additional Costs or causing said Section 3.07 3.03 or clause (provided (A2) of Section 3.02 to be applicable) or such 90-day limit shall not be applicable for Bank becoming a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (Lender, as defined below) and shall be diligently pursuing such attempt)the case may be, give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention either (x) to prepay in full the Affected Bank’s Note and to terminate the Affected Bank’s entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided. In the event Borrower opts to give the notice provided for in clause (x) above, that in and if the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Affected Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) agree within thirty (30) days after of its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed thereof to waive the payment of the Additional Costs, Indemnified Taxes or other amounts Costs in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in 3.03 or clause (b2) of Section 3.02 3.02, if applicable, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.10(a)) terminate the Affected Bank’s entire Loan Commitment, provided that in Section 3.06 and (C) connection therewith it pays to the extent two or more Affected Banks are so prepaid Bank all outstanding principal and their Loan Commitments terminatedaccrued and unpaid interest under the Affected Bank’s Note, such together with all other amounts, if any, due from Borrower to the Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminationsBank, including all amounts properly demanded and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Sharesunreimbursed under Sections 3.01 and 3.
Appears in 1 contract
Samples: Revolving Loan Agreement (Avalonbay Communities Inc)
Substitution of Banks. If any Bank (an “"Affected Bank”") (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, 3.01 or (ii) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR LIBOR Loan or Bid Rate Loan as a result of a condition described in Section 3.03 or clause (b2) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of (or the occurrence of an such other event described above in this causing Borrower to be required to pay Additional Costs or causing said Section 3.07 3.03 or clause (provided (A2) such 90-day limit shall not of Section 3.02 to be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (applicable), as defined below) and shall be diligently pursuing such attempt)the case may be, give written notice (a “"Replacement Notice”") to Administrative Agent and to each Bank of Borrower’s 's intention either (x) to prepay in full the affected Bank's Note and to terminate the Affected Bank's entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “"Replacement Bank”") designated in such Replacement Notice; provided. In the event Borrower opts to give the notice provided for in clause (x) above, that in and if the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Affected Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) agree within thirty (30) days after of its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed thereof to waive the payment of the Additional Costs, Indemnified Taxes or other amounts Costs in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in clause (b) of Section 3.02 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Shares.the
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Substitution of Banks. If Upon the receipt by the Borrowers from any Bank (an “"Affected Bank”") of a notice under Section 2.13(b) or a claim under Section 2.16 or 2.17, the Borrowers may: (a) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment; or (b) replace such Affected Bank by designating another bank or financial institution that is willing to acquire such Loans and assume such Commitment; provided that (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01such replacement does not conflict with any Requirement of Law, (ii) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR Loan or Bid Rate Loan as a result of a condition described in Section 3.03 or clause (b) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred occurred and be continuing at the time of such prepayment or immediately after giving effect theretoreplacement, (Biii) within thirty the replacement bank or institution shall purchase, at par, all Loans, accrued interest and other amounts owing to such replaced Bank on and as of the date of replacement, (30iv) days after its receipt of Borrower’s request therefor, the Borrowers shall be liable to such Affected replaced Bank under Section 2.18 if any LIBOR Loan owing to such replaced Bank shall not have agreed to waive be prepaid (or purchased) other than on the payment last day of the Additional CostsInterest Period relating thereto and shall pay any such amounts to such Bank on the date of such replacement, Indemnified Taxes (v) the replacement bank or other institution, if not already a Bank, shall be reasonably satisfactory to the Agent, (vi) the replaced Bank shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrowers or replacement Bank shall be obligated to pay the registration and processing fee) and (vii) the Borrowers shall pay all additional amounts in question (if any) required pursuant to Section 10.13 Sections 2.16 or 2.17, as the effect of the circumstances described in Section 3.03case may be, in clause (b) of Section 3.02 or in Section 3.06 and (C) to the extent two such additional amounts were incurred on or more Affected Banks are so prepaid and their Loan Commitments terminated, prior to the consummation of such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Sharesreplacement.
Appears in 1 contract
Samples: Credit Agreement (West Pharmaceutical Services Inc)
Substitution of Banks. If Upon the receipt by the Borrowers from any Bank (an “Affected Bank”) (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, (ii) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR Loan or Bid Rate Loan as a result of a condition described in notice under Section 3.03 or clause (b2.13(b) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bankclaim under Section 2.16 or 2.17, Borrower the Borrowers may, at Borrower’s sole expense and effort within ninety : (90a) days of receipt of such demand request one or notice more of the occurrence other Banks to acquire and assume all or part of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate Commitment; or (b) replace such Affected Bank’s entire Loan Commitment so long as Bank by designating another bank or financial institution that is willing to acquire such Loans and assume such Commitment; provided that (Ai) such replacement does not conflict with any Requirement of Law, (ii) no Default or Event of Default shall have ocurrred occurred and be continuing at the time of such prepayment or immediately after giving effect theretoreplacement, (Biii) within thirty the replacement bank or institution shall purchase, at par, all Loans, accrued interest, accrued fees and other amounts owing to such replaced Bank on and as of the date of replacement, (30iv) days after its receipt of Borrower’s request therefor, the Borrowers shall be liable to such Affected replaced Bank under Section 2.18 if any LIBOR Loan owing to such replaced Bank shall not have agreed to waive be prepaid (or purchased) other than on the payment last day of the Additional CostsInterest Period relating thereto and shall pay any such amounts to such Bank on the date of such replacement, Indemnified Taxes (v) the replacement bank or other institution, if not already a Bank, shall be reasonably satisfactory to the Agent, (vi) the replaced Bank shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrowers or replacement Bank shall be obligated to pay the registration and processing fee) and (vii) the Borrowers shall pay all additional amounts in question (if any) required pursuant to Section 10.13 Sections 2.16 or 2.17, as the effect of the circumstances described in Section 3.03case may be, in clause (b) of Section 3.02 or in Section 3.06 and (C) to the extent two such additional amounts were incurred on or more Affected Banks are so prepaid and their Loan Commitments terminated, prior to the consummation of such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Sharesreplacement.
Appears in 1 contract
Samples: Credit Agreement (West Pharmaceutical Services Inc)
Substitution of Banks. If any Bank (an “Affected Bank”) (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, (ii) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR Loan or Bid Rate Term Benchmark Loan as a result of a condition described in Section 3.03 or clause (b2) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires the Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting BankLender, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention either (x) to prepay in full the Affected Bank’s Loans and to terminate the Affected Bank’s entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided. After its replacement, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is shall remain entitled to the benefits of Sections 3.01, 3.06, 10.13 and 12.04 in respect of the period prior to its replacement. In the event Borrower opts to give the Replacement Notice described in clause (x) above, and if the Affected Bank shall not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) agree within thirty (30) days after of its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed thereof to waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in clause (b2) of Section 3.02 or in Section 3.06 and (C) or the Affected Bank shall continue to be a Defaulting Lender, then, so long as no Event of Default shall exist, Borrower may terminate the Affected Bank’s entire Loan Commitment, provided that in connection therewith it pays to the extent two Affected Bank all outstanding principal and accrued and unpaid interest under the Affected Bank’s Loans, together with all other amounts, if any, due from Borrower to the Affected Bank, including all amounts properly demanded and unreimbursed under Sections 3.01, 3.05 or more 10.13. After any termination as provided in this paragraph, an Affected Banks are so prepaid Bank shall remain entitled to the benefits of Sections 3.01, 3.06, 10.13 and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% 12.04 in respect of the total Loan Commitments before giving effect period prior to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Sharestermination.
Appears in 1 contract
Substitution of Banks. If any Bank (an “Affected Bank”) (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, (ii) is unable to make or maintain a LIBORTerm SOFR Loan, Daily Term SOFR Loan or Bid Rate Daily SOFR Loan as a result of a condition described in Section 3.03 or clause (b) of Section 3.023.03, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, (1) the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver, (2) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 12.05(b), (3) such Affected Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts), (4) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 10.13, such assignment will result in a reduction in such compensation or payments thereafter and (5) such assignment does not conflict with applicable Laws; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred occurred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed to waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in clause (b) of Section 3.02 3.03 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Shares.
Appears in 1 contract
Substitution of Banks. If any Bank (an “Affected Bank”) (i1) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, 3.01 or (ii2) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR Loan or Bid Rate LIBOR Loan as a result of a condition described in Section 3.03 or clause (b2) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of (or the occurrence of an such other event described above in this causing Borrower to be required to pay Additional Costs or causing said Section 3.07 3.03 or clause (provided (A2) such 90-day limit shall not of Section 3.02 to be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (applicable), as defined below) and shall be diligently pursuing such attempt)the case may be, give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention either (x) to prepay in full the Affected Bank’s Note(s) and to terminate the Affected Bank’s entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided. In the event Borrower opts to give the notice provided for in clause (x) above, that in and if the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Affected Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) agree within thirty (30) days after of its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed thereof to waive the payment of the Additional Costs, Indemnified Taxes or other amounts Costs in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in 3.03 or clause (b2) of Section 3.02 3.02, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.09(a)) terminate the Affected Bank’s entire Loan Commitment, provided that in Section 3.06 and (C) connection therewith it pays to the extent two or more Affected Banks are so prepaid Bank all outstanding principal and their Loan Commitments terminatedaccrued and unpaid interest under the Affected Bank’s Note(s), such together with all other amounts, if any, due from Borrower to the Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminationsBank, including all amounts properly demanded and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Sharesunreimbursed under Sections 3.01 and 3.
Appears in 1 contract
Substitution of Banks. If any Bank (an “Affected Bank”) (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to any Bank has demanded compensation under Section 3.018.03, (ii) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR Loan or Bid Rate Loan as a result of a condition described in Section 3.03 or clause (b) of Section 3.02, (iii) the Borrower has any increased costs as described in Section 3.06, (iv) requires Borrower become obligated to pay any Indemnified Taxes or other amounts to such or for the account of any Bank or any Governmental Authority pursuant to Section 10.138.04 (such Bank, in either clause (i) or (vii), an "Increased Cost Bank"), (iii) becomes any Bank has become a Defaulting Lender Bank and has failed to cure its default within five days after the Borrower's request that it cure such default or (iv) in connection with any proposed amendment, modification, termination, waiver or consent contemplated by Sections 9.05(ii) to 9.05(vi), inclusive, the consent of Required Banks shall have been obtained but the consent of one or more of such other Banks (each a "Non-Consenting Bank") whose consent is required has not been obtained, in each case, then, with respect to each such Increased Cost Bank, Defaulting Bank or Non-Consenting Bank (each a "Selling Bank"), the Borrower shall have the right, with the assistance of the Agent, to seek one or more banks or other institutions satisfactory to the Borrower and the Agent (collectively, the "Purchasing Banks") willing to purchase the Selling Bank's Loans and assume the Commitment of the Selling Bank, all on the terms specified in this Section 8.06. The Selling Bank shall be obligated (and hereby irrevocably agrees) to sell its Loans to such Purchasing Bank or Banks (which may include one or more of the Banks) in accordance with the provisions of Section 9.06(c) within 5 days after receiving notice from the Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon to but excluding the date of sale. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Selling Bank, if demanded by the Selling Bank at least two Domestic Business Days prior to such sale, (i) the amount of any indemnity which would be due to the Selling Bank under Section 2.14 if the Borrower had prepaid the outstanding Euro-Dollar Loans of the Selling Bank on the date of such sale and (ii) any additional compensation, Taxes or other amounts accrued for its account under Section 8.03 or 8.04, as applicable, to but excluding, said date (it being understood that the Selling Bank shall retain its right to be compensated after the date of such sale for any such accrued amounts remaining unpaid) and shall pay to the Agent the administrative fee referred to in Section 9.06(c). Upon such sale, the Purchasing Bank or Banks shall assume the Commitment of the Selling Bank and acquire the Loans of the Selling Bank, and the Selling Bank shall be released from its obligations hereunder to a corresponding extent, and, such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee hereunder and shall have all the rights and obligations of a Bank with a Commitment equal to its ratable share of the Commitment of the Selling Bank and Loans equal to the amount of Loans acquired from the Selling Bank. Upon the consummation of any sale pursuant to this Section 8.06, the Selling Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, each Purchasing Bank receives a new Note. In the event such Selling Bank is a Non-Consenting Bank, Borrower mayeach Purchasing Bank shall consent, at Borrower’s sole expense and effort within ninety (90) days of receipt the time of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt)assignment, give written notice (a “Replacement Notice”) to Administrative Agent and to each matter in respect of which such Selling Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming was a Non-Consenting Bank. Upon the payment of all amounts owing to any Selling Bank and the termination of such Selling Bank's Commitments, the Replacement if any, such Selling Bank shall have consented to the applicable consent, approval, amendment or waiverno longer constitute a "Bank" for purposes hereof; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time any rights of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Selling Bank to indemnification hereunder shall not have agreed to waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in clause (b) of Section 3.02 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect survive as to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata SharesSelling Bank.
Appears in 1 contract
Substitution of Banks. If any Bank (an “Affected Bank”) (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, (ii) is unable to make or maintain a LIBORTerm SOFR Loan, Daily Term SOFR Loan or Bid Rate a Daily SOFR Loan as a result of a condition described in Section 3.03 or clause (b) of Section 3.023.03, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed to waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in clause (b) of Section 3.02 3.03 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Shares.. In the event Borrower shall elect to make a prepayment of an Affected Bank to the extent permitted in the final proviso of the preceding paragraph, then, so long as no Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.16(a)) terminate
Appears in 1 contract
Substitution of Banks. If any Bank (an “Affected Bank”) (i) makes demand upon Borrower for (any Bank has demanded compensation under Clause 2.5 or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, (ii) is unable the Obligors are obligated to make or maintain replace a LIBORTerm SOFR Loan, Daily SOFR Loan or Bid Rate Loan as a result of a condition described in Section 3.03 or Bank pursuant to clause (bx) of Section 3.02Clause 2.6, the Obligors shall have the right, upon twenty (iii20) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts Business Days' prior notice to such Bank (or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or five Business Days' prior notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided, that in the case of any assignment resulting substitution pursuant to the foregoing clause (ii)), to cause one or more banks (which may be one or more of the Banks) and, if there shall at such time be more than one Bank hereunder, reasonably satisfactory to the Banks (determined for this purpose as if such Bank had no Cash Deposit Amount hereunder), in each case with the written acknowledgment of the Agent, to assume the obligations of the Bank to be replaced (the "Old Bank(s)") under this Agreement. If one or more such banks in each case acceptable to the Lender are identified by the Obligors and, if required pursuant to this Clause, approved as being reasonably satisfactory to the Banks (determined as provided above), the Banks shall consent to such assumption pursuant to a written instrument. Upon (i) the execution and delivery of such instrument by the Obligors, the Banks, and the Agent and (ii) payment by the new banks (the "Substitution Banks") to the Old Banks of the Old Bank's Cash Deposit Amount and all accrued fees to but excluding the date of such assumption and issuance, each of such Substitution Banks shall become a bank party to this Agreement (if it is not already a party hereto) and shall from the date of such substitution have all the rights and obligations of a Bank becoming with a Non-Consenting Cash Deposit Amount and Percentage Share (which, if such Substitution Bank is already a party hereto, shall take into account such Substitution Bank, 's existing Cash Deposit Amount and Percentage Share) and the Replacement Old Bank shall have consented to the applicable consentfrom date of such substitution be released from its obligations under this Agreement, approval, amendment and no further consent or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower action by any other Person shall be permitted to prepay required; provided that on the date of such assumption and issuance (x) all amounts payable under Clause 2.3 shall have been paid in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (Ay) no Default or Event of Default shall have ocurrred occurred and be continuing at on such date. In the time event that there is more than one Bank party hereto and the entity which is the Agent, in its capacity as a Bank, is required to transfer all of its rights and obligations hereunder pursuant to this Clause 2.7, the Agent shall, promptly upon the consummation of any assumption pursuant to this Clause 2.7, resign as Agent hereunder and the Banks (determined as if the Bank resigning as Agent had no Letter of Guarantee Amount and no Reimbursement Obligation was payable to such prepayment or immediately after giving effect thereto, Bank hereunder) shall (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed subject to waive the payment consent of the Additional CostsObligors), Indemnified Taxes or other amounts in question pursuant have the right to Section 10.13 or the effect of the circumstances described in Section 3.03, in clause (b) of Section 3.02 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Sharesappoint another Bank as successor Agent.
Appears in 1 contract
Samples: Reimbursement and Cash Deposit Agreement (Teekay Shipping Corp)
Substitution of Banks. If any Bank (an “"Affected Bank”") (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, 3.01 or (ii) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR LIBOR Loan or Bid Rate Loan as a result of a condition described in Section 3.03 or clause (b2) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of (or the occurrence of an such other event described above in this causing Borrower to be required to pay Additional Costs or causing Section 3.07 3.03 or clause (provided (A2) such 90-day limit shall not of Section 3.02 to be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (applicable), as defined below) and shall be diligently pursuing such attempt)the case may be, give written notice (a “"Replacement Notice”") to Administrative Agent and to each Bank of Borrower’s 's intention either (x) to prepay in full the Affected Bank's Note and to terminate the Affected Bank's entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “"Replacement Bank”") designated in such Replacement Notice; provided. In the event Borrower opts to give the notice provided for in clause (x) above, that in and if the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Affected Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) agree within thirty (30) days after of its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed thereof to waive the payment of the Additional Costs, Indemnified Taxes or other amounts Costs in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in 3.03 or clause (b2) of Section 3.02 3.02, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.15(a)) terminate the Affected Bank's entire Loan Commitment, provided that in Section 3.06 and (C) connection therewith it pays to the extent two or more Affected Banks are so prepaid Bank all outstanding principal and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of accrued and unpaid interest under the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Shares.Affected
Appears in 1 contract
Substitution of Banks. If (a) the obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (b) any Bank has demanded compensation under Section 3.4(c), 11.1 or 11.5, (in each case, an “"Affected Bank”"), then the Borrowers shall have the right (subject to Section 13.8 hereof), with the assistance of the Agent, to seek a substitute Bank or Banks (which may be one or more of the Banks (the "Purchasing Bank" or "Purchasing Banks") to purchase the Advances of the Revolving Credit, Swing Line and/or the applicable Term Loan, as the case may be and assume the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank. The Affected Bank shall be obligated to sell its Advances of the Revolving Credit, Swing Line and/or the applicable Term Loan, as the case may be, and assign its commitments to such Purchasing Bank or Purchasing Banks within fifteen days after receiving notice from the Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, the Borrowers shall pay to the Affected Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank within ten Business Days after such sale, (i) makes demand upon Borrower the amount of any compensation which would be due to the Affected Bank under Section 11.1 if the Borrowers had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for (its account under Sections 3.4(c) and 11.5 to but excluding said date. Upon such sale, the Purchasing Bank or if Borrower Purchasing Banks shall assume the Affected Bank's commitment, and the Affected Bank shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is otherwise required to pay) Additional Costs not already one of the Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 3.0113.8 hereof, (ii) is unable whereupon such Purchasing Bank shall be a Bank party to make or maintain a LIBORTerm SOFR Loanthis Agreement, Daily SOFR Loan or Bid Rate Loan as a result shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a condition described Bank with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment and the applicable Percentages of the Term Loans of the Affected Bank. In connection with any assignment pursuant to this Section 11.7, the Borrowers or the Purchasing Bank shall pay to the Agent the administrative fee for processing such assignment referred to in Section 3.03 or clause (b) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed to waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in clause (b) of Section 3.02 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Shares13.8.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (MSC Software Corp)
Substitution of Banks. If any Bank (an “"Affected Bank”") (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, 3.01 or (ii) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR Loan or Bid Rate LIBOR Loan as a result of a condition described in Section 3.03 3.01 or clause (b) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank3.03, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of (or the occurrence of an such other event described above in this causing Borrower to be required to pay Additional Costs or causing said Section 3.07 (provided (A) such 90-day limit shall not 3.01 or 3.03 to be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attemptapplicable), as the case may be, give written notice (a “"Replacement Notice”") to Administrative Agent (which will promptly forward a copy of such notice to each Bank) of Borrower's intention either (x) to prepay in full the Affected Bank's Note and to each Bank of Borrower’s intention terminate the Affected Bank's entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “"Replacement Bank”") designated in such Replacement Notice; provided. In the event Borrower opts to give the notice provided for in clause (x) above, that in and if the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Affected Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) agree within thirty (30) days after of its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed thereof to waive the payment of the Additional Costs, Indemnified Taxes or other amounts Costs in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.033.01, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.11(a)) terminate the Affected Bank's entire Loan Commitment, provided that in connection therewith it pays to the Affected Bank all outstanding principal and accrued and unpaid interest under the Affected Bank's Note, together with all other amounts, if any, due from Borrower to the Affected Bank, including all amounts properly demanded and unreimbursed under this Article III. In the event Borrower opts to give the notice provided for in clause (by) above, and if (i) Administrative Agent shall, within thirty (30) days of its receipt of the Replacement Notice, notify Borrower and each Bank in writing that the proposed Replacement Bank is reasonably satisfactory to Administrative Agent and (ii) the Affected Bank shall not, prior to the end of such thirty (30)-day period, agree to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.01, then the Affected Bank shall, so long as no Default or Event of Default shall exist, assign its Note and all of its rights and obligations under this Agreement to the Replacement Bank, and the Replacement Bank shall assume all of the Affected Bank's rights and obligations, pursuant to an agreement, substantially in the form of an Assignment and Assumption Agreement, executed by the Affected Bank and the Replacement Bank. In connection with such assignment and assumption, the Replacement Bank shall pay to the Affected Bank an amount equal to the outstanding principal amount under the Affected Bank's Note plus all interest accrued thereon, plus all other amounts, if any (other than the Additional Costs in question), then due and payable to the Affected Bank; provided, however, that prior to or simultaneously with any such assignment and assumption, Borrower shall have paid to such Affected Bank all amounts properly demanded and unreimbursed under this Article III. Upon the effective date of such assignment and assumption, and the payment by the Replacement Bank to Administrative Agent, for its own account, of a fee in the amount of $2,500, the Replacement Bank shall become a party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the Affected Bank shall be released from its obligations hereunder, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Section, a substitute Note shall be issued to the Replacement Bank by Borrower, in exchange for the return of the Affected Bank's Note. The obligations evidenced by such substitute Notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents and shall be secured by the Mortgages. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute notes and any related documents as Administrative Agent may reasonably request. If the Replacement Bank is not a United States person within the meaning of Section 7701(a)(30) of Section 3.02 or in Section 3.06 and (C) the Code, it shall, prior to the extent two first date on which interest or more Affected Banks fees are so prepaid payable hereunder for its account, deliver to Borrower and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% Administrative Agent certification as to exemption from deduction or withholding of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably any United States federal income taxes in accordance with Section 10.13. Each Replacement Bank shall be deemed to have made the representations contained in, and shall be bound by the provisions of, Section 10.13. Borrower, Administrative Agent and the Banks shall execute such Affected Banks’ respective Pro Rata Sharesmodifications to the Loan Documents as shall be reasonably required in connection with and to effectuate the foregoing.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Westfield America Inc)
Substitution of Banks. If (i) the obligation of any Bank to make LIBOR Loans has been suspended pursuant to Section 2.12, (ii) any Bank has demanded compensation under Sections 2.13 and/or 2.15 or payments from Borrower under Section 2.20 or (iii) any Bank becomes a Defaulting Bank or Non-Consenting Bank (in each case, an “Affected Bank”), the Borrower shall have the right, with the assistance of the Administrative Agent, to, without recourse (and in accordance with and subject to the restrictions contained in, and consents required by, Section 9.09), seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) (ieach a “Purchasing Bank”) makes demand upon Borrower for to purchase the Loan and Note, if any, and assume the Commitment of such Affected Bank. The Affected Bank shall be obligated to sell its Loan and Note, if any, and assign all of its interests, rights (or if Borrower is otherwise required other than its existing rights to pay) Additional Costs payments pursuant to Section 3.01Sections 2.13, 2.15 or 2.20) and obligations under the Transaction Documents to such Purchasing Bank or Purchasing Banks within fifteen (ii15) is unable days after receiving notice from the Borrower requiring it to make or maintain a LIBORTerm SOFR do so, at an aggregate price equal to the outstanding principal amount of such Loan, Daily SOFR Loan or Bid Rate Loan as a result plus unpaid interest accrued thereon up to but excluding the date of a condition described in sale plus the amount of any compensation that would be due to the Affected Bank under Section 3.03 or clause (b) 2.10 if the Borrower had prepaid the outstanding LIBOR Loans of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such the Affected Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt on the date of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided sale. In connection with any such sale, and as conditions thereof, (A) the Borrower shall pay to the Affected Bank the sum of (y) all fees accrued for its account under this Agreement to but excluding the date of such 90-day limit shall not be applicable sale, and (z) any additional compensation accrued for a Defaulting Lender and its account under Sections 2.13 and/or 2.15 to but excluding the date of such sale, (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided, that in the case of any such assignment resulting from a request for compensation under Sections 2.13 and/or 2.15 or payment required to be made under Section 2.20, such assignment will result in a reduction of such compensation or payments thereafter, (C) in the case of an assignment resulting from a Bank becoming a Non-Non- Consenting Bank, the Replacement Bank applicable assignee shall have consented to the applicable consentwaiver, approvalconsent or amendment and (D) such assignment does not conflict with applicable Requirements of Law. Upon such sale, amendment (1) the Purchasing Bank or waiver; provided, further, that in Purchasing Banks shall assume the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed be released from its obligations under this Agreement to waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in clause (b) of Section 3.02 or in Section 3.06 a corresponding extent and (C2) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminatedBank, as assignor, such Affected Banks’ aggregate Loan Commitments so terminated Purchasing Bank, as assignee, the Borrower and the Administrative Agent shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, enter into an Assignment and such prepayments shall be made ratably Assumption Agreement in accordance with Section 9.09(c), whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee under this Agreement and shall have all the rights and obligations of a Bank with a Loan in an amount equal to the Loans of the Affected Banks’ respective Pro Rata SharesBank. In connection with any assignment pursuant to this Section, the Borrower shall pay to the Administrative Agent the administrative fee of $3,500 for processing such assignment referred to in Section 9.09(c). Upon the consummation of any sale pursuant to this Section 2.19, the Affected Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if requested, each Purchasing Bank receives a new Note.
Appears in 1 contract
Samples: Loan Agreement (Spire Missouri Inc)
Substitution of Banks. If any Bank (an “Affected Bank”) (i1) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, 3.01 or (ii2) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR LIBOR Loan or LIBOR Bid Rate Loan as a result of a condition described in Section 3.03 or clause (b2) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of (or the occurrence of an such other event described above in this causing Borrower to be required to pay Additional Costs or causing said Section 3.07 3.03 or clause (provided (A2) such 90-day limit shall not of Section 3.02 to be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (applicable), as defined below) and shall be diligently pursuing such attempt)the case may be, give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention either (x) to prepay in full the Affected Bank’s Note and to terminate the Affected Bank’s entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided. In the event Borrower opts to give the notice provided for in clause (x) above, that in and if the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Affected Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) agree within thirty (30) days after of its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed thereof to waive the payment of the Additional Costs, Indemnified Taxes or other amounts Costs in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in 3.03 or clause (b2) of Section 3.02 3.02, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.10(a)) terminate the Affected Bank’s entire Loan Commitment, provided that in Section 3.06 and (C) connection therewith it pays to the extent two or more Affected Banks are so prepaid Bank all outstanding principal and their Loan Commitments terminatedaccrued and unpaid interest under the Affected Bank’s Note, such together with all other amounts, if any, due from Borrower to the Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminationsBank, including all amounts properly demanded and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Sharesunreimbursed under Sections 3.01 and 3.05.
Appears in 1 contract
Samples: Revolving Loan Agreement (Avalonbay Communities Inc)
Substitution of Banks. If (a) the obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (b) any Bank has demanded compensation under Section 3.4(c), 11.1, 11.5 or 11.6, (in each case, an “"Affected Bank”"), then the Company shall have the right (subject to Section 13.8 hereof), with the assistance of the Administrative Agent, to seek a substitute Bank or Banks (which may be one or more of the Banks (the "Purchasing Bank" or "Purchasing Banks") to purchase the Advances of the Revolving Credit, Swing Line and/or the applicable Term Loan, as the case may be and assume the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank. The Affected Bank shall be obligated to sell its Advances of the Revolving Credit, Swing Line and/or the applicable Term Loan, as the case may be, and assign its commitments to such Purchasing Bank or Purchasing Banks within fifteen days after receiving notice from Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank within ten Business Days after such sale, (i) makes demand upon Borrower the amount of any compensation which would be due to the Affected Bank under Section 11.1 if the Company had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for (its account under Sections 3.4(c) and 11.5 to but excluding said date. Upon such sale, the Purchasing Bank or if Borrower Purchasing Banks shall assume the Affected Bank's commitment, and the Affected Bank shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is otherwise required to pay) Additional Costs not already one of the Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, Company and the Administrative Agent, shall enter into an Assignment Agreement pursuant to Section 3.0113.8 hereof, (ii) is unable whereupon such Purchasing Bank shall be a Bank party to make or maintain a LIBORTerm SOFR Loanthis Agreement, Daily SOFR Loan or Bid Rate Loan as a result shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a condition described Bank with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment and the applicable Percentages of the Term Loans of the Affected Bank. In connection with any assignment pursuant to this Section 11.7, the Company or the Purchasing Bank shall pay to the Administrative Agent the administrative fee for processing such assignment referred to in Section 3.03 or clause (b) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed to waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in clause (b) of Section 3.02 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Shares13.8.
Appears in 1 contract
Substitution of Banks. If any Bank (an “Affected Bank”) (i1) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, 3.01 or (ii2) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR LIBOR Loan or LIBOR Bid Rate Loan as a result of a condition described in Section 3.03 or clause (b2) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of (or the occurrence of an such other event described above in this causing Borrower to be required to pay Additional Costs or causing said Section 3.07 3.03 or clause (provided (A2) such 90-day limit shall not of Section 3.02 to be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (applicable), as defined below) and shall be diligently pursuing such attempt)the case may be, give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention either (x) to prepay in full the Affected Bank’s Note and to terminate the Affected Bank’s entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided. In the event Borrower opts to give the notice provided for in clause (x) above, that in and if the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Affected Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) agree within thirty (30) days after of its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed thereof to waive the payment of the Additional Costs, Indemnified Taxes or other amounts Costs in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in 3.03 or clause (b2) of Section 3.02 3.02, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.10(a)) terminate the Affected Bank’s entire Loan Commitment, provided that in Section 3.06 and (C) connection therewith it pays to the extent two or more Affected Banks are so prepaid Bank all outstanding principal and their Loan Commitments terminatedaccrued and unpaid interest under the Affected Bank’s Note, such together with all other amounts, if any, due from Borrower to the Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminationsBank, including all amounts properly demanded and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Sharesunreimbursed under Sections 3.01 and 3.
Appears in 1 contract
Samples: Revolving Loan Agreement (Avalonbay Communities Inc)
Substitution of Banks. If any Bank (an “Affected Bank”) (i1) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, 3.01 or additional amounts under Section 3.06 or (ii2) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR Loan or Bid Rate LIBOR Loan as a result of a condition described in Section 3.03 or clause (b2) of Section 3.02, or (iii3) has any increased costs as described in Section 3.06, (iv) requires if Borrower is required to pay any Indemnified Taxes or other additional amounts to such any Bank or any Governmental Authority for the account of any Bank pursuant to Section 10.133.10, or (v4) becomes a Defaulting Lender or a Non-Consenting BankLender, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of (or the occurrence of an such other event described above in this causing Borrower to be required to pay Additional Costs or causing said Section 3.07 3.03 or clause (provided (A2) of Section 3.02 to be applicable) or such 90-day limit shall not be applicable for Bank becoming a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (Lender, as defined below) and shall be diligently pursuing such attempt)the case may be, give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention either (x) to prepay in full the Affected Bank’s Note(s) and to terminate the Affected Bank’s entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided, that . In the event Borrower opts to give the notice provided for in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed to waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in clause (b) of Section 3.02 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Shares.clause
Appears in 1 contract
Substitution of Banks. If any Bank (an “Affected Bank”) (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, (ii) is unable to make or maintain a LIBORTerm SOFR LIBOR Loan, LIBOR Daily SOFR Loan or LIBOR Bid Rate Loan as a result of a condition described in Section 3.03 or clause (b2) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires the Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting BankLender, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention either (x) to prepay in full the Affected Bank’s Loans and to terminate the Affected Bank’s entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided. After its replacement, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is shall remain entitled to the benefits of Sections 3.01, 3.06, 10.13 and 12.04 in respect of the period prior to its replacement. In the event Borrower opts to give the Replacement Notice described in clause (x) above, and if the Affected Bank shall not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) agree within thirty (30) days after of its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed thereof to waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in clause (b2) of Section 3.02 or in Section 3.06 and or the Affected Bank shall continue to be a Defaulting Lender, then, so long as no Event of Default shall exist, Borrower may (Cnotwithstanding the provisions of clause (2) of Section 2.16(a)) terminate the Affected Bank’s entire Loan Commitment, provided that in connection therewith it pays to the extent two or more Affected Banks are so prepaid Bank all outstanding principal and their Loan Commitments terminatedaccrued and unpaid interest under the Affected Bank’s Loans, such together with all other amounts, if any, due from Borrower to the Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminationsBank, including all amounts properly demanded and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Shares.unreimbursed under Sections 3.01,
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Substitution of Banks. If any Bank (an “Affected Bank”) (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to any Bank has demanded compensation under Section 3.018.03, (ii) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR Loan or Bid Rate Loan as a result of a condition described in Section 3.03 or clause (b) of Section 3.02, (iii) the Borrower has any increased costs as described in Section 3.06, (iv) requires Borrower become obligated to pay any Indemnified Taxes or other amounts to such or for the account of any Bank or any Governmental Authority pursuant to Section 10.138.04 (such Bank, in either clause (i) or (vii), an “Increased Cost Bank”), (iii) becomes any Bank has become a Defaulting Lender Bank and has failed to cure its default within five days after the Borrower’s request that it cure such default or (iv) in connection with any proposed amendment, modification, termination, waiver or consent contemplated by Sections 9.05(ii) to 9.05(vi), inclusive, the consent of Required Banks shall have been obtained but the consent of one or more of such other Banks (each a “Non-Consenting Bank”) whose consent is required has not been obtained, in each case, then, with respect to each such Increased Cost Bank, Defaulting Bank or Non-Consenting Bank (each a “Selling Bank”), the Borrower shall have the right, with the assistance of the Agent, to seek one or more banks or other institutions satisfactory to the Borrower and the Agent (collectively, the “Purchasing Banks”) willing to purchase the Selling Bank’s Loans, its participation interests of any unpaid Reimbursement Obligations and Swingline Loans and assume the Commitment of the Selling Bank, all on the terms specified in this Section 8.06. The Selling Bank shall be obligated (and hereby irrevocably agrees) to sell its Loans and its participation interests in any unpaid Reimbursement Obligations and Swingline Loans to such Purchasing Bank or Banks (which may include one or more of the Banks) in accordance with the provisions of Section 9.06(c) within 5 days after receiving notice from the Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon to but excluding the date of sale. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Selling Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Selling Bank at least two Domestic Business Days prior to such sale, (i) the amount of any indemnity which would be due to the Selling Bank under Section 2.14 if the Borrower had prepaid the outstanding Fixed Rate Loans of the Selling Bank on the date of such sale and (ii) any additional compensation, Taxes or other amounts accrued for its account under Section 8.03 or 8.04, as applicable, to but excluding, said date (it being understood that the Selling Bank shall retain its right to be compensated after the date of such sale for any such accrued amounts remaining unpaid) and shall pay to the Agent the administrative fee referred to in Section 9.06(c). Upon such sale, the Purchasing Bank or Banks shall assume the Commitment of the Selling Bank, and the Selling Bank shall be released from its obligations hereunder to a corresponding extent, and, such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee hereunder and shall have all the rights and obligations of a Bank with a Commitment equal to its ratable share of the Commitment of the Selling Bank. Upon the consummation of any sale pursuant to this Section 8.06, the Selling Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, each Purchasing Bank receives a new Note. In the event such Selling Bank is a Non-Consenting Bank, Borrower mayeach Purchasing Bank shall consent, at Borrower’s sole expense and effort within ninety (90) days of receipt the time of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt)assignment, give written notice (a “Replacement Notice”) to Administrative Agent and to each matter in respect of which such Selling Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming was a Non-Consenting Bank. Upon the prepayment of all amounts owing to any Selling Bank and the termination of such Selling Bank’s Commitments, the Replacement if any, such Selling Bank shall have consented to the applicable consent, approval, amendment or waiverno longer constitute a “Bank” for purposes hereof; provided, further, that in any rights of such Selling Bank to indemnification hereunder shall survive as to such Selling Bank. If the case of Selling Bank is also an Affected Bank that is not a Defaulting Lender or Non-Consenting LC Issuing Bank, if Borrower has its obligation to issue, amend, renew or extend Letters of Credit shall terminate concurrently with such sale and its status as an LC Issuing Bank (but not its right to indemnification hereunder) shall terminate when the LC Liabilities relating to all Letters of Credit issued by it have been unable reduced to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period zero or have been fully cash collateralized or supported by other letters of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed to waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03credit, in clause (b) of Section 3.02 or each case, in Section 3.06 and (C) a manner satisfactory to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata SharesLC Issuing Bank.
Appears in 1 contract
Samples: Credit Agreement (CNF Inc)
Substitution of Banks. If (a) any Bank (becomes an “Affected Bank”) (i) makes demand upon Borrower for (affected Bank under Section 8.01 or if Borrower is otherwise required to pay) Additional Costs pursuant to has demanded compensation under Section 3.018.02, (ii) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR Loan or Bid Rate Loan as a result of a condition described in Section 3.03 or clause (b) of Section 3.02, (iii) the Borrower has any increased costs as described in Section 3.06, (iv) requires Borrower become obligated to pay any Indemnified Taxes or other amounts to such or for the account of any Bank or any Governmental Authority pursuant to Section 10.138.03 (such Bank, in either clause (a) or (vb), an “Increased Cost Bank”), (c) becomes any Bank has become a Defaulting Lender Bank and has failed to cure its default within five days after the Borrower's request that it cure such default or (d) in connection with any proposed amendment, modification, termination, waiver or consent contemplated by Sections 9.05(b) to 9.05(f), inclusive, the consent of Required Banks shall have been obtained but the consent of one or more of such other Banks (each a “Non-Consenting Bank”) whose consent is required has not been obtained, in each case, then, with respect to each such Increased Cost Bank, Defaulting Bank or Non-Consenting Bank (each a “Selling Bank”), the Borrower shall have the right, with the assistance of the Agent, to seek one or more banks or other institutions satisfactory to the Borrower and the Agent (collectively, the “Purchasing Banks”) willing to purchase the Selling Bank's Loans, its participation interests in any unpaid Reimbursement Obligations and Swingline Loans and assume the Commitment of the Selling Bank, all on the terms specified in this Section 8.06. The Selling Bank shall be obligated (and hereby irrevocably agrees) to sell its Loans and its participation interests in any unpaid Reimbursement Obligations and Swingline Loans to such Purchasing Bank or Banks (which may include one or more of the Banks) in accordance with the provisions of Section 9.06(c) within 5 days after receiving notice from the Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount of Loans held by the Selling Bank and any amounts funded by the Selling Bank with respect to its participation interests in unpaid Reimbursement Obligations or Swingline Loans, plus unpaid interest accrued thereon to but excluding the date of sale. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Selling Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Selling Bank at least two Business Days prior to such sale, (i) the amount of any indemnity which would be due to the Selling Bank under Section 2.14 if the Borrower had prepaid the outstanding Euro-Dollar Loans of the Selling Bank on the date of such sale and (ii) any additional compensation, Taxes or other amounts accrued for such Selling Bank's account under Section 8.02 or Section 8.03, as applicable, to but excluding, said date (it being understood that the Selling Bank shall retain its right to be compensated after the date of such sale for any such accrued amounts remaining unpaid) and shall pay to the Agent the administrative fee referred to in Section 9.06(c). Upon such sale, the Purchasing Bank or Banks shall assume the Commitment of the Selling Bank, and the Selling Bank shall be released from its obligations hereunder to a corresponding extent, and, such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee hereunder and shall have all the rights and obligations of a Bank with a Commitment equal to the Commitment of the Selling Bank. Upon the consummation of any sale pursuant to this Section 8.06, the Selling Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, each Purchasing Bank receives a new Note. In the event such Selling Bank is a Non-Consenting Bank, Borrower mayeach Purchasing Bank shall consent, at Borrower’s sole expense and effort within ninety (90) days of receipt the time of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt)assignment, give written notice (a “Replacement Notice”) to Administrative Agent and to each matter in respect of which such Selling Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming was a Non-Consenting Bank. Upon the prepayment of all amounts owing to any Selling Bank and the termination of such Selling Bank's Commitments, the Replacement if any, such Selling Bank shall have consented to the applicable consent, approval, amendment or waiverno longer constitute a “Bank” for purposes hereof; provided, further, that in any rights of such Selling Bank to indemnification hereunder and other rights of such Selling Bank which pursuant to the case express terms of this Agreement survive shall survive as to such Selling Bank. If the Selling Bank is also an Affected Bank that is not a Defaulting Lender or Non-Consenting LC Issuing Bank, if Borrower has its obligation to issue, amend, renew or extend Letters of Credit shall terminate concurrently with such sale and its status as an LC Issuing Bank (but not its right to indemnification or such other rights hereunder) shall terminate when the LC Liabilities relating to all Letters of Credit issued by it have been unable reduced to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period zero or have been fully cash collateralized or supported by other letters of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed to waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03credit, in clause (b) of Section 3.02 or each case, in Section 3.06 and (C) a manner satisfactory to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata SharesLC Issuing Bank.
Appears in 1 contract
Samples: Credit Agreement (Con-Way Inc.)
Substitution of Banks. If (a) the obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (b) any Bank has demanded compensation under Section 3.4(d), 11.1 or 11.5, (in each case, an “Affected Bank”), then the Borrowers shall have the right (subject to Section 14.8 hereof), with the assistance of the Agent, to seek a substitute Bank or Banks (which may be one or more of the Banks (the “Purchasing Bank” or “Purchasing Banks”) to purchase the Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be and assume the Commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank. The Affected Bank shall be obligated to sell its Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be, and assign its Commitments to such Purchasing Bank or Purchasing Banks within fifteen (15) days after receiving notice from the Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, the Borrowers shall pay to the Affected Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank within ten (10) Business Days after such sale, (i) makes demand upon Borrower the amount of any compensation which would be due to the Affected Bank under Section 11.1 if the Borrowers had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for (its account under Sections 3.4(d) and 11.5 to but excluding said date. Upon such sale, the Purchasing Bank or if Borrower Purchasing Banks shall assume the Affected Bank’s commitment, and the Affected Bank shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is otherwise required to pay) Additional Costs not already one of the Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, the Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 3.0114.8 hereof, (ii) is unable whereupon such Purchasing Bank shall be a Bank party to make or maintain a LIBORTerm SOFR Loanthis Agreement, Daily SOFR Loan or Bid Rate Loan as a result shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a condition described Bank with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment and the applicable Percentages of the Term Loan of the Affected Bank. In connection with any assignment pursuant to this Section 11.7, the Borrowers or the Purchasing Bank shall pay to the Agent the administrative fee for processing such assignment referred to in Section 3.03 or clause (b) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed to waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in clause (b) of Section 3.02 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Shares14.8.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Staktek Holdings Inc)
Substitution of Banks. If any Bank (an “Affected Bank”) (i1) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, 3.01 or additional amounts under Section 3.06 or (ii2) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR LIBOR Loan or LIBOR Bid Rate Loan as a result of a condition described in Section 3.03 3.03, or clause (b3) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires if Borrower is required to pay any Indemnified Taxes or other additional amounts to such any Bank, any Issuing Bank or any Governmental Authority for the account of any Bank or Issuing Bank pursuant to Section 10.133.10, or (v4) becomes a Defaulting Lender or a Non-Consenting BankLender, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of (or the occurrence of an such other event described above in this causing Borrower to be required to pay Additional Costs or causing said Section 3.07 (provided (A3.03 to be applicable) or such 90-day limit shall not be applicable for Bank becoming a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (Lender, as defined below) and shall be diligently pursuing such attempt)the case may be, give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention either (x) to prepay in full the Affected Bank’s Note and to terminate the Affected Bank’s entire Loan Commitment or (y) to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided. In the event Borrower opts to give the notice provided for in clause (x) above, that in and if the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank shall not have agreed to waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question pursuant to Section 10.13 or the effect of the circumstances described in Section 3.03, in clause (b) of Section 3.02 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Shares.agree within
Appears in 1 contract
Samples: Revolving Loan Agreement (Avalonbay Communities Inc)
Substitution of Banks. If Upon the receipt by the Borrower from any Bank (an “"Affected Bank”") of a notice under Section 2.13(b) or a claim under Section 2.16 or 2.17, the Borrower may: (a) request one or more of the other Banks to acquire and assume all or part of such Affected Bank's Loans and Commitment; or (b) replace such Affected Bank by designating another bank or financial institution that is willing to acquire such Loans and assume such Commitment; provided that (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01such replacement does not conflict with any Requirement of Law, (ii) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR Loan or Bid Rate Loan as a result of a condition described in Section 3.03 or clause (b) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (60) days, Borrower shall be permitted to prepay in full such Affected Bank’s Loans and to terminate such Affected Bank’s entire Loan Commitment so long as (A) no Default or Event of Default shall have ocurrred occurred and be continuing at the time of such prepayment or immediately after giving effect theretoreplacement, (Biii) within thirty the replacement bank or institution shall purchase, at par, all Loans, accrued interest and other amounts owing to such replaced Bank on and as of the date of replacement, (30iv) days after its receipt of Borrower’s request therefor, the Borrower shall be liable to such Affected replaced Bank under Section 2.18 if any LIBOR Loan owing to such replaced Bank shall not have agreed to waive be prepaid (or purchased) other than on the payment last day of the Additional CostsInterest Period relating thereto and shall pay any such amounts to such Bank on the date of such replacement, Indemnified Taxes (v) the replacement bank or other institution, if not already a Bank, shall be reasonably satisfactory to the Agent, (vi) the replaced Bank shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Bank shall be obligated to pay the registration and processing fee) and (vii) the Borrower shall pay all additional amounts in question (if any) required pursuant to Section 10.13 Sections 2.16 or 2.17, as the effect of the circumstances described in Section 3.03case may be, in clause (b) of Section 3.02 or in Section 3.06 and (C) to the extent two such additional amounts were incurred on or more Affected Banks are so prepaid and their Loan Commitments terminated, prior to the consummation of such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Sharesreplacement.
Appears in 1 contract
