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Common use of Substitution of Lenders Clause in Contracts

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender.

Appears in 7 contracts

Samples: Credit Agreement (Whitestone REIT), Credit Agreement (Whitestone REIT), Credit Agreement (Whitestone REIT)

Substitution of Lenders. In Upon the event (a) receipt by the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to a claim under Section 10.1 hereof2.17, (c) 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender is then has become a Defaulting Lender or such Lender is a Subsidiary or Affiliate in accordance with the provisions set forth in the definition of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person“Defaulting Lender”, or (d) a if any Lender fails refuses to consent to an amendment any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver requested to be or other modification is consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”)Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, in addition Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any acquire such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Reimbursement Obligations and assume such Revolving Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, Commitment; provided that (i) such assignment shall replacement does not conflict with or violate any law, rule or regulation or order Requirement of any court or other governmental authorityLaw, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have paid to occurred and be continuing at the Affected Lender all monies (together with amounts due time of such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunderreplacement, (iii) the assignment is entered into in accordance withBorrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and subject Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the consents required bydate of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 12.10 hereof 2.3(d) (provided any with such assignment fees and reimbursable expenses due thereunder shall being deemed to be paid a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower) and )), (iv) the assignee Borrower shall have consented be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the proposed amendment Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or waivers replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lender’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 6 contracts

Samples: Credit Agreement (B&G Foods, Inc.), Credit Agreement (B&G Foods, Inc.), Credit Agreement (B&G Foods, Inc.)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonLender, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by under Section 12.13 hereof requiring the consent of all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable lawLegal Requirements, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 6 contracts

Samples: Credit Agreement (Global Medical REIT Inc.), Credit Agreement (Global Medical REIT Inc.), Credit Agreement (Global Medical REIT Inc.)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 12.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 5 contracts

Samples: Credit Agreement (Whitestone REIT Operating Partnership, L.P.), Credit Agreement (Whitestone REIT Operating Partnership, L.P.), Credit Agreement (Whitestone REIT)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonLender, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by under Section 12.13 hereof requiring the consent of all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable lawLegal Requirements, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 5 contracts

Samples: Credit Agreement (Centerspace), Credit Agreement (Centerspace), Credit Agreement (Investors Real Estate Trust)

Substitution of Lenders. In Upon the event receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from is required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.20 or of increased costs pursuant to Section 2.19(b) or Section 2.19(c) (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.22 or is a Non-Consenting Lender), ; (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitment; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitment (the replacing Lender or lender in addition (i) or (ii) being a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.21 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any other rights Eurodollar Loans then outstanding; and provided further, however, that if the Borrower may have hereunder or under applicable law, require, at its expense, elects to exercise such right with respect to any such Affected Lender under clause (a) or (b) of this Section 2.23, then the Borrower shall be obligated to assign, at parreplace all Affected Lenders under such clauses. The Affected Lender replaced pursuant to this Section 2.23 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and participation interests Commitment upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts at any time owing payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to (in the Affected Lender case of all monies (together with other amounts, including amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than 2.21 hereof). Any such principal owing to it hereunder, (iii) the assignment is entered into designation of a Replacement Lender shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the BorrowerBorrower in such instance), and if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.23, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.23, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 5 contracts

Samples: Senior Secured Credit Facilities Credit Agreement (Nerdwallet, Inc.), Senior Secured Credit Facilities Credit Agreement (Nerdwallet, Inc.), Senior Secured Credit Facilities Credit Agreement (Nerdwallet, Inc.)

Substitution of Lenders. In the event that (a) the Borrower receives Borrowers receive a claim from any Lender for material compensation under Section 10.3 Article III hereof at a time when (i) no Default or 12.1 hereofEvent of Default exists hereunder, and (ii) no other Lender has demanded such compensation, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereofis a Defaulting Lender, or (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes in the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) event a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 11.3 hereof at a time when the Required Lenders have Agent has approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (c)) above, or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable law, require, at its their expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, rights and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and any other amounts at any time owing to it hereunder and under the other Loan Documents) to an Eligible Assignee specified by the Borrowera Designated Lender; provided, provided however, that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) Borrowers shall have received the Borrower written consent of the Agent to such assignment (which such consent shall not be unreasonably withheld), (iii) Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 2.4 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder), and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 11.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by Borrowers). In the Borrower) event that any Lender is a Defaulting Lender, such Lender shall not be entitled to vote and (iv) the assignee shall have consented not be included in such calculation, and shall not be entitled to the proposed amendment or waivers not consented receive any fees otherwise payable to by the Affected Lendersuch Lender hereunder.

Appears in 5 contracts

Samples: Third Amendment Agreement (Ultralife Corp), Credit and Security Agreement, Credit and Security Agreement (Ultralife Corp)

Substitution of Lenders. In the event If (a) the Borrower receives a claim from it becomes unlawful for (i) any Lender for compensation under (other than a Local Fronting Lender) to continue to make or maintain Eurodollar Loans or Eurocurrency Loans as contemplated by this Agreement or to accept deposits in order to make or maintain such Eurodollar Loans or Eurocurrency Loans, as the case may be, (ii) any Local Fronting Lender to continue to make or maintain Local Loans as Eurodollar Loans in Dollars or Eurocurrency Loans in the Denomination Currency applicable to it as contemplated by this Agreement or to accept deposits in order to make or maintain such Eurocurrency Loans or (iii) any Multi-Currency Lender to continue to purchase a participating interest in any Local Loan or Acceptance and, in either case, such Lender notifies the Company and the applicable Borrowers pursuant to Section 10.3 or 12.1 hereof7.9, (b) the any Borrower receives notice from is required to make any Lender of any illegality payment pursuant to Section 10.1 hereof, 7.10 or Section 7.12 that is attributable to any particular Lender or (c) any Lender is then becomes a Defaulting Lender or such a Potential Defaulting Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a)Lender, (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), at the Borrower may, request of the Company and with the consent of the Administrative Agent (in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expensesole discretion exercised reasonably), any Eligible Assignee reasonably acceptable to the Administrative Agent (which Eligible Assignee may be the Lender acting as the Administrative Agent) shall have the right (but not the obligation) to purchase from such Affected Lender, and such Affected Lender shall, upon the request of the Administrative Agent, sell and assign to assign, at par, without recoursesuch Eligible Assignee, all of its interest, rights, and obligations hereunder (including all of its the Multi-Currency Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if for an amount equal to the principal balance of all applicable Loans owing to it were prepaid rather than assignedheld by such Affected Lender and all accrued and unpaid interest and fees with respect thereto through the date of such sale and purchase (the “Purchase Amount”); provided, however, that such sale and purchase (and the corresponding assignment) other than such principal owing to it hereunder, shall not be effective until (iiiA) the Administrative Agent shall have received from such Eligible Assignee an agreement in form and substance satisfactory to the Administrative Agent and the Company whereby such Eligible Assignee shall agree to be bound by the terms hereof and (B) such Affected Lender shall have received the Purchase Amount from such Eligible Assignee. Each Lender agrees that, if it becomes an Affected Lender, it shall execute and deliver to the Administrative Agent (x) an Assignment and Acceptance to evidence such sale and assignment is entered into in accordance with, and (y) to the extent the Multi-Currency Commitments and Loans subject to such Assignment and Acceptance are evidenced by a Note or Notes, such Note or Notes; provided, however, that the consents required by, Section 12.10 hereof failure of any Affected Lender to execute an Assignment and Acceptance or deliver such Note or Notes shall not render such sale and purchase (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrowercorresponding assignment) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lenderinvalid.

Appears in 4 contracts

Samples: Revolving Credit Agreement (Revlon Consumer Products Corp), Revolving Credit Agreement (Revlon Consumer Products Corp), Revolving Credit Agreement (Revlon Consumer Products Corp)

Substitution of Lenders. In Upon the event receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives is required to pay any such amount, regardless of whether the Lender makes a claim from request for such payment), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.20 or of increased costs pursuant to Section 2.19(b) or Section 2.19(c), ; (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender or a Non-Consenting Lender; then the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expensesole expense and effort, any upon notice to the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans, Commitment and all other Obligations owing to such Affected Lender; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans, Commitment and all other Obligations owing to such Affected Lender (the replacing Lender or lender in (i) or (ii) being a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.21 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to assign, at parany Eurodollar Loans then outstanding. The Affected Lender replaced pursuant to this Section 2.23 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments under this Agreement and the Loans related Loan Documents to one or more Replacement Lenders that so agree to acquire and participation interests assume all or a ratable part of such Affected Lender’s Loans, Commitment and all other Obligations owing to such Affected Lender upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts at any time owing Obligations payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to (in the Affected Lender case of all monies (together with other amounts, including amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than 2.21 hereof). Any such principal owing to it hereunder, (iii) the assignment is entered into designation of a Replacement Lender shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the Borrower in such instance); provided that, if such Affected Lender does not comply with Section 10.6 within ten Business Days after the Borrower’s request, compliance with Section 10.6 shall not be required to effect such assignment, and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.23, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a (i) Minority Lender referred to in clause (b) of this Section 2.23 or (ii) a Non-Consenting Lender referred to in clause (c) of this Section 2.23, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 4 contracts

Samples: Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.)

Substitution of Lenders. In Upon the event receipt by the Borrowers of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from Borrowers are required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.20 or of increased costs pursuant to Section 2.19 (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.22 or is a Non-Consenting Lender), ; (b) a notice from the Borrower Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; then the Borrowers may, in addition at their sole expense and effort, upon notice to any the Administrative Agent and such Affected Lender: (i) request that one or more of the other rights the Borrower may have hereunder Lenders acquire and assume all or under applicable law, require, at its expense, any part of such Affected Lender’s Loans and Revolving Commitments and all other Obligations owing to such Affected Lender; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Revolving Commitments and all other Obligations owing to such Affected Lender (provided that, for the avoidance of doubt, such replacement lending institution shall not be a Disqualified Institution unless an Event of Default has occurred and is continuing) (the replacing Lender or lender in (i) or (ii) being a “Replacement Lender”); provided, however, that if the Borrowers elect to assignexercise such right with respect to any Affected Lender under clause (a) or (b) of this Section 2.23, at parthen the Borrowers shall be obligated to replace all Affected Lenders under such clauses. The Affected Lender replaced pursuant to this Section 2.23 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of its such Affected Lender’s Loans and Revolving Commitments and all other Obligations owing to such Affected Lender upon payment to such Affected Lender of an amount (in the Loans aggregate for all Replacement Lenders) equal to 100% of the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and participation interests in Letters of Credit and all other amounts at any time owing payable to it hereunder and under the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that Documents from such Replacement Lenders (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all monies (together with other amounts, including amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than 2.21 hereof). Any such principal owing to it hereunder, (iii) the assignment is entered into designation of a Replacement Lender shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the BorrowerBorrowers in such instance); provided that if such Affected Lender does not comply with Section 10.6 within ten (10) Business Days after the Borrowers’ request, compliance with Section 10.6 shall not be required to effect such assignment, and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.23, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.23, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Appears in 4 contracts

Samples: Eighth Amendment Agreement (Benefitfocus,Inc.), Eighth Amendment Agreement (Benefitfocus,Inc.), Senior Secured Revolving Credit Facility (Benefitfocus,Inc.)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 12.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourserecourse (other than with respect to claims or Liens arising by, through or under such Affected Lender), all of its interest, rights, and obligations hereunder (including all of its Commitments and the Commitments, Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) Borrower and (iv) the assignee any assignment fees shall have consented to the proposed amendment or waivers not consented to by the Affected Lenderbe waived).

Appears in 4 contracts

Samples: Credit Agreement (CTO Realty Growth, Inc.), Credit Agreement (Alpine Income Property Trust, Inc.), Credit Agreement (Alpine Income Property Trust, Inc.)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonLender, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 12.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable lawLegal Requirements, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 4 contracts

Samples: Credit Agreement (Umh Properties, Inc.), Credit Agreement (Umh Properties, Inc.), Credit Agreement (Umh Properties, Inc.)

Substitution of Lenders. In the event (a) the Borrower Company receives a claim from any Lender Bank for compensation under Section 10.3 9.3 or 12.1 11.21 hereof, (b) the Borrower Company receives notice from any Lender Bank of any illegality pursuant to Section 10.1 9.1 hereof, (c) any Lender is then Bank becomes a Defaulting Lender or such Lender Bank is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender Bank fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 11.1 hereof at a time when the Required Lenders Banks have approved such amendment or waiver (any such Lender Bank referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Company may, in addition to any other rights the Borrower Company may have hereunder or under applicable law, require, at its expense, require any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit L/Cs and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerCompany, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower Company shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 9.4 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 11.17 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) Company), and (iv) the assignee Company shall have consented paid to the proposed amendment or waivers not consented to Agent the reasonable out-of-pocket costs and expenses incurred by the Affected LenderAgent in connection with such assignment.

Appears in 4 contracts

Samples: Credit Agreement (Sanderson Farms Inc), Credit Agreement (Sanderson Farms Inc), Credit Agreement (Sanderson Farms Inc)

Substitution of Lenders. In Upon the event receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from is required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), (c), or ) through (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.18 or of increased costs pursuant to Section 2.17 (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20 or is a Non-Consenting Lender); (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; or (d) notice from a Lender that a Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to make, maintain, or fund Loans whose interest is determined with reference to the Eurodollar Rate (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20); then the Borrower may, at its sole expense and effort, upon notice to the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitments; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitments (the replacing Lender or lender in addition (i) or (ii) being a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.19 that result from the acquisition of any Affected Lender’s Loan and/or Commitments (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Eurodollar Loans then outstanding. The Affected Lender replaced pursuant to assign, at parthis Section 2.21 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and participation interests Commitments upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts at any time owing payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to (in the Affected Lender case of all monies (together with other amounts, including amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than 2.19 hereof). Any such principal owing to it hereunder, (iii) the assignment is entered into designation of a Replacement Lender shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the BorrowerBorrower in such instance), and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.21, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.17 or payments required to be made pursuant to Section 2.18, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.21, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 3 contracts

Samples: Credit Agreement (Digi International Inc), Credit Agreement (Digi International Inc), Credit Agreement (Extreme Networks Inc)

Substitution of Lenders. In the event that (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4, Section 10.1 or 12.1 Section 10.4 hereof, (b) the Borrower receives a notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested other modification pursuant to be consented to by Section 10.11 requiring the consent of all Lenders or all each Lender directly affected Lenders under Section 12.11 hereof at a time when thereby, and as to which the Required Lenders or a majority of all Lenders directly affected thereby have approved otherwise consented (any such amendment or waiver Lender referred to in clause (d) above being hereinafter referred to as a “Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, (i) require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, ; provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuer, which consents shall not be unreasonably withheld or delayed, to such assignment, (C) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assignedassigned and any premium owing to such Affected Lender under Section 2.8(a)(ii)) other than such principal principal, interest and fees owing to it hereunder, (iiiD) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance withwith the other requirements of Section 10.10 hereof and (F) any such assignment shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the Affected Lender, or (ii) terminate the Revolving Credit Commitment of such Affected Lender and subject repay all Obligations of the Borrower owing to the consents such Lender as of such termination date. Each party hereto agrees that an assignment required by, pursuant to this Section 12.10 hereof (provided any assignment fees may be effected pursuant to an Assignment and reimbursable expenses due thereunder shall be paid Assumption executed by the Borrower) , the Administrative Agent and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by and that the Affected LenderLender required to make such assignment need not be a party thereto.

Appears in 3 contracts

Samples: Loan Agreement (Vantiv, Inc.), Loan Agreement (Vantiv, Inc.), Loan Agreement (Vantiv, Inc.)

Substitution of Lenders. In the event that (a) the Lead Borrower receives a claim from any Lender for compensation under Section 10.3 8.4, Section 10.1 or 12.1 Section 10.4 hereof, (b) the Lead Borrower receives a notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested other modification pursuant to be consented to by Section 10.11 requiring the consent of all Lenders or all each Lender directly affected Lenders under Section 12.11 hereof at a time when thereby (and such Lender is so affected), and as to which the Required Lenders or a majority of all Lenders directly affected thereby have approved otherwise consented (any such amendment or waiver Lender referred to in clause (d) above being hereinafter referred to as a “Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Lead Borrower may, in addition to any other rights the Lead Borrower may have hereunder or under applicable law, (i) require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Lead Borrower, ; provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Lead Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuers, which consents shall not be unreasonably withheld or delayed, to such assignment, (C) the Lead Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal principal, interest and fees owing to it hereunder, (iiiD) the Lead Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 10.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (ivF) any such assignment shall not be deemed to be a waiver of any rights that the assignee Lead Borrower, the Administrative Agent or any other Lender shall have consented to the proposed amendment or waivers not consented to by against the Affected Lender, or (ii) terminate the Revolving Credit Commitment of such Affected Lender and repay all Obligations of the Lead Borrower owing to such Lender as of such termination date. Each party hereto agrees that an assignment required pursuant to this Section 8.5 may be effected pursuant to an Assignment and Assumption executed by the Lead Borrower, the Administrative Agent and the assignee and that the Affected Lender required to make such assignment need not be a party thereto.

Appears in 3 contracts

Samples: Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof12.1, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof10.1, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof 2.10 as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 3 contracts

Samples: Credit Agreement (LTC Properties Inc), Credit Agreement (LTC Properties Inc), Credit Agreement (LTC Properties Inc)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 3.6 or 12.1 hereof3.1, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof3.4, (c) any Lender is then a Defaulting Lender or such a Non-Consenting Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable lawLaw, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerXxxxxxxx, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityLaws, (ii) the Borrower Affected Lender shall have paid received payment of an amount equal to the Affected Lender outstanding principal of its Loans and funded participations in Letters of Credit, accrued interest thereon, accrued fees and all monies other amounts payable to it hereunder and under the other Loan Documents (together with including any amounts due such Affected Lender under Section 1.11 hereof as if 3.3) from the Loans owing assignee (to it were prepaid rather than assignedthe extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other than such principal owing to it hereunderamounts), (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof 11.10 (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and Xxxxxxxx), (iv) in the case of any such assignment resulting from a claim for compensation under Section 3.6 or payments required to be made pursuant to Section 3.1, such assignment will result in a reduction in such compensation or payments thereafter and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers not consented to by the Affected Lenderconsent.

Appears in 3 contracts

Samples: Credit Agreement (AlTi Global, Inc.), Credit Agreement (AlTi Global, Inc.), Senior Secured Credit Facility (Alvarium Tiedemann Holdings, Inc.)

Substitution of Lenders. In Upon the event receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from is required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.20 or of increased costs pursuant to Section 2.19 (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.22 or is a Non-Consenting Lender), ; (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; then the Borrower may, at its sole expense and effort, upon notice to the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitments; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitments (the replacing Lender or lender in addition (i) or (ii) being a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.21 (subject to Section 2.25) that result from the acquisition of any Affected Lender’s Loan and/or Commitments (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any other rights Eurodollar Loans then outstanding; and provided further, however, that if the Borrower may have hereunder or under applicable law, require, at its expense, elects to exercise such right with respect to any such Affected Lender under clause (a) or (b) of this Section 2.23, then the Borrower shall be obligated to assign, at parreplace all Affected Lenders under such clauses. The Affected Lender replaced pursuant to this Section 2.23 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and participation interests Commitments upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts at any time owing payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to (in the Affected Lender case of all monies (together with other amounts, including amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than 2.21 hereof). Any such principal owing to it hereunder, (iii) the assignment is entered into designation of a Replacement Lender shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the BorrowerBorrower in such instance), and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.23, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.23, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 3 contracts

Samples: Credit Agreement (Alarm.com Holdings, Inc.), Credit Agreement (Everyday Health, Inc.), Credit Agreement (Everyday Health, Inc.)

Substitution of Lenders. In the event (a) the Borrower receives a claim from Company becomes obligated to pay additional amounts to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof4.3 or the circumstances described in Section 4.2 exist with respect to any Lender, the Company may designate another Lender (cwith such other Lender's consent) which is acceptable to the Administrative Agent, the Issuing Lender and the Swingline Lender in their sole discretion (such other Lender being herein called a "Replacement Lender") to purchase the Loans of such Lender and such Lender's rights hereunder, without recourse to or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees in respect of such Lender's Commitments and any other amounts payable to such Lender is then under this Agreement, and to assume all the obligations of such Lender hereunder, and, upon such purchase, such Lender shall no longer be a Defaulting party hereto or have any rights hereunder (other than indemnities and other similar rights applicable to such Lender prior to the date of such assignment and assumption) and shall be relieved from all obligations to the Company hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder; without limiting the generality of the foregoing, the Replacement Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when Company shall bear the Required Lenders have approved such amendment or waiver (any such Lender processing fee referred to in clause (a), (b), (c), or (dsubsection 11.8(a) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lendersubstitution.

Appears in 3 contracts

Samples: Credit Agreement (Del Monte Foods Co), Credit Agreement (Del Monte Foods Co), Credit Agreement (Del Monte Foods Co)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 2.10 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 2.9 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes in default in any material respect with respect to its obligations under the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonCredit Documents, or (d) a Lender or Participant fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof 10.1 or Section 10.7(b) hereof, as applicable, at a time when the Required Lenders or other Participants, as applicable, have approved such amendment or waiver (any such Lender or Participant referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, so long as no Default or Event of Default has occurred and remains outstanding, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit Loan and other amounts at any time owing to it hereunder and the other Loan Credit Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof hereunder as if the Loans Loan owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required byby (other than the consent of the Affected Lender), Section 12.10 10.7 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 3 contracts

Samples: Term Loan Facility Agreement (Royal Gold Inc), Term Loan Facility Agreement (Royal Gold Inc), Term Loan Facility Agreement (Royal Gold Inc)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 12.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourserecourse (other than with respect to claims or Liens arising by, through or under such Affected Lender), all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) Borrower and (iv) the assignee any assignment fees shall have consented to the proposed amendment or waivers not consented to by the Affected Lenderbe waived).

Appears in 3 contracts

Samples: Credit Agreement (Alpine Income Property Trust, Inc.), Credit Agreement (Alpine Income Property Trust, Inc.), Credit Agreement (Consolidated Tomoka Land Co)

Substitution of Lenders. In the event that (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4, Section 10.1 or 12.1 Section 10.4 hereof, (b) the Borrower receives a notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested other modification pursuant to be consented to by Section 10.11 requiring the consent of all Lenders or all each Lender directly affected Lenders under Section 12.11 hereof at a time when thereby, and as to which the Required Lenders or a majority of all Lenders directly affected thereby have approved otherwise consented (any such amendment or waiver Lender referred to in clause (d) above being hereinafter referred to as a “Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, (i) require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, ; provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuer, which consents shall not be unreasonably withheld or delayed, to such assignment, (C) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assignedassigned and any premium owing to such Affected Lender under Section 2.8(a)(ii), 2.8(a)(iii) or 2.8(a)(iv)) other than such principal principal, interest and fees owing to it hereunder, (iiiD) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance withwith the other requirements of Section 10.10 hereof and (F) any such assignment shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the Affected Lender, or (ii) terminate the Revolving Credit Commitment of such Affected Lender and subject repay all Obligations of the Borrower owing to the consents such Lender as of such termination date. Each party hereto agrees that an assignment required by, pursuant to this Section 12.10 hereof (provided any assignment fees may be effected pursuant to an Assignment and reimbursable expenses due thereunder shall be paid Assumption executed by the Borrower) , the Administrative Agent and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by and that the Affected LenderLender required to make such assignment need not be a party thereto.

Appears in 3 contracts

Samples: Amendment No. 5 (Worldpay, Inc.), Amendment No. 4 (Vantiv, Inc.), Amendment and Restatement Agreement (Vantiv, Inc.)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for becomes entitled to compensation under Section 10.3 or 12.1 hereof13.1 hereof and such Lender has declined or is unable to designate a different Lending Office in accordance with Section 10.4 or Section 13.1 that eliminates its current entitlement to compensation under Section 10.3 or 13.1, as applicable, (b) the any Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator or like Person has been appointed for any such Person, (d) a Lender is a Non-Extending Lender or (de) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 13.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), (d) or (de) above being hereinafter referred to as an “Affected Lender”), the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable law, require, at its the Borrowers’ expense, any such Affected Lender to assign, at parpar (plus any accrued and unpaid fees and interest), without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Revolving Credit Commitments, Loans and participation interests in Letters of Credit and Swing Loans and other amounts at any time owing to it hereunder and under the other Loan Documents) to an Eligible Assignee specified by the BorrowerBorrowers, provided that (i) such assignment shall is not conflict with or violate prohibited by any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority applicable to such Affected Lender, (ii) the Borrower Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assignedassigned and any amounts due such Lender under Sections 10.3 and 13.1 hereof) other than such principal and accrued and unpaid fees and interest owing to it hereunder, (iii) in the case of any such assignment resulting from an entitlement to compensation under Section 10.3 or 13.1 hereof, the Eligible Assignee will be entitled to less compensation under such Section 10.3 or 13.1 than the Affected Lender, (iv) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 13.12 hereof (provided that any assignment fees and reimbursable expenses due thereunder shall be paid by the BorrowerBorrowers) and (ivv) in the case of any such assignment by a Non-Extending Lender, such assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lenderapplicable Revolving Credit Termination Date extension.

Appears in 3 contracts

Samples: Credit Agreement (J M SMUCKER Co), Revolving Credit Agreement (J M SMUCKER Co), Revolving Credit Agreement (J M SMUCKER Co)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonLender, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 12.13 hereof requiring the consent of a Lender at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable lawLegal Requirements, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 3 contracts

Samples: Credit Agreement (Monmouth Real Estate Investment Corp), Credit Agreement (Monmouth Real Estate Investment Corp), Credit Agreement (Monmouth Real Estate Investment Corp)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 3 contracts

Samples: Revolving Credit Agreement (World Acceptance Corp), Revolving Credit Agreement (World Acceptance Corp), Revolving Credit Agreement (World Acceptance Corp)

Substitution of Lenders. In the event (a) the any Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the any Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator or like Person has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 13.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable law, require, at its the Borrowers’ expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerBorrowers, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected LenderBorrowers).

Appears in 3 contracts

Samples: Credit Agreement (Smucker J M Co), Credit Agreement (Smucker J M Co), Credit Agreement (Smucker J M Co)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonLender, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by under Section 12.13 hereof requiring the consent of all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable lawLegal Requirements, require, at its the Borrower’s expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and Swing Loans and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower). In connection with any such assignment, such Affected Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Acceptance, it being agreed and understood that the relevant Affected Lender will be deemed to have agreed to and entered into such assignment upon the payment of such amounts set forth in the foregoing clauses (ii) and (iv) iii), regardless of whether or not such Affected Lender executes and/or delivers any Assignment and Acceptance, and each Lender, by being party to this Agreement, in the assignee shall have consented to the proposed amendment or waivers not consented to by the event it is an Affected Lender, hereby agrees to and accepts an assignment of its Loans and Commitments on the terms and conditions set forth in this Section 1.13.

Appears in 3 contracts

Samples: Credit Agreement (American Finance Trust, Inc), Credit Agreement (American Finance Trust, Inc), Credit Agreement (American Finance Trust, Inc)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for becomes entitled to compensation under Section 10.3 10.4 or 12.1 hereof13.1 hereof and such Lender has declined or is unable to designate a different Lending Office in accordance with Section 10.5 or Section 13.1 that eliminates its current entitlement to compensation under Section 10.4 or 13.1, as applicable, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator or like Person has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 13.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its the Borrower’s expense, any such Affected Lender to assign, at parpar (plus any accrued and unpaid fees and interest), without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, ; provided that (i) such assignment shall is not conflict with or violate prohibited by any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority applicable to such Affected Lender, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assignedassigned and any amounts due such Lender under Sections 10.4 and 13.1 hereof) other than such principal and accrued and unpaid fees and interest owing to it hereunder, (iii) in the case of any such assignment resulting from an entitlement to compensation under Section 10.4 or 13.1 hereof, the Eligible Assignee will be entitled to less compensation under such Section 10.4 or 13.1 than the Affected Lender, and (iv) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 13.12 hereof (provided that any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 3 contracts

Samples: Term Loan Credit Agreement, Credit Agreement (J M SMUCKER Co), Term Loan Credit Agreement (J M SMUCKER Co)

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.04 or 12.1 10.01 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, 8.02 hereof or (c) in the event any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable lawLaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityLaw, (ii) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.01 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender10.10 hereof.

Appears in 3 contracts

Samples: Amendment Agreement (Cliffs Natural Resources Inc.), Term Loan Agreement (Cliffs Natural Resources Inc.), Bridge Credit Agreement (Cliffs Natural Resources Inc.)

Substitution of Lenders. In the event If (a) the Borrower receives a claim from it becomes unlawful for any Lender for compensation under to continue to maintain Eurodollar Loans as contemplated by this Agreement or to accept deposits in order to maintain such Eurodollar Loans and such Lender notifies the Company pursuant to Section 10.3 7.9 or 12.1 hereof, (b) the Borrower receives notice from Company is required to make any Lender of any illegality payment pursuant to Section 10.1 hereof, (c) 7.10 or Section 7.12 that is attributable to any particular Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a)Lender, (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), at the Borrower may, request of the Company and with the consent of the Administrative Agent (in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expensesole discretion exercised reasonably), any Eligible Assignee reasonably acceptable to the Administrative Agent (which Eligible Assignee may be the Lender acting as the Administrative Agent) shall have the right (but not the obligation) to purchase from such Affected Lender, and such Affected Lender shall, upon the request of the Administrative Agent, sell and assign to assign, at par, without recoursesuch Eligible Assignee, all of its interest, rights, and obligations hereunder (including all of its the Term Loan Commitments and the Term Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if for an amount equal to the principal balance of all applicable Loans owing to it were prepaid rather than assignedheld by such Affected Lender and all accrued and unpaid interest and fees with respect thereto through the date of such sale and purchase (the “Purchase Amount”); provided, however, that such sale and purchase (and the corresponding assignment) other than such principal owing to it hereunder, shall not be effective until (iiiA) the Administrative Agent shall have received from such Eligible Assignee an agreement in form and substance satisfactory to the Administrative Agent and the Company whereby such Eligible Assignee shall agree to be bound by the terms hereof and (B) such Affected Lender shall have received the Purchase Amount from such Eligible Assignee. Each Lender agrees that, if it becomes an Affected Lender, it shall execute and deliver to the Administrative Agent (x) an Assignment and Acceptance to evidence such sale and assignment is entered into in accordance with, and (y) to the extent the Term Loan Commitments and Term Loans subject to such Assignment and Acceptance are evidenced by a Note or Notes, such Note or Notes; provided, however, that the consents required by, Section 12.10 hereof failure of any Affected Lender to execute an Assignment and Acceptance or deliver such Note or Notes shall not render such sale and purchase (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrowercorresponding assignment) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lenderinvalid.

Appears in 3 contracts

Samples: Term Loan Agreement (Revlon Consumer Products Corp), Term Loan Agreement (Revlon Consumer Products Corp), Term Loan Agreement (Revlon Consumer Products Corp)

Substitution of Lenders. In Upon the event receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from is required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for compensation pursuant to Section 2.19, or if the Borrower is required to pay any Indemnified Taxes or additional amounts under Section 2.20 (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.22), ; (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) a notice from the Administrative Agent that any Lender is a Defaulting Lender or a Non-Consenting Lender; then the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expensesole expense and effort, any upon notice to the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Revolving Commitments and all other Obligations owing to such Affected Lender; or (ii) designate a replacement Eligible Assignee to acquire and assume all or a ratable part of such Affected Lender’s Loans and Revolving Commitments and all other Obligations owing to such Affected Lender (the replacing Lender or lender in (i) or (ii) being a “Replacement Lender”). The Affected Lender replaced pursuant to assign, at parthis Section 2.23 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of its such Affected Lender’s Loans and Revolving Commitments and all other Obligations owing to such Affected Lender upon payment to such Affected Lender of an amount (in the Loans aggregate for all Replacement Lenders) equal to 100% of the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and participation interests in Letters of Credit and all other amounts at any time owing payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by or the Borrower, provided that (i) . Any such assignment designation of a Replacement Lender shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iii) the assignment is entered into be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the Borrower in such instance); provided that if such Affected Lender does not comply with Section 10.6 within ten (10) Business Days after the Borrower’s request, compliance with Section 10.6 shall not be required to effect such assignment, and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.23, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.23, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 3 contracts

Samples: Credit Agreement (Organogenesis Holdings Inc.), Credit Agreement (Organogenesis Holdings Inc.), Credit Agreement (Silver Spring Networks Inc)

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4 or 12.1 10.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, 8.2 hereof or (c) in the event any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes in default in any material respect with respect to its obligations under the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver Loan Documents (any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and the L/C Issuer, which consents shall not be unreasonably withheld or delayed, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender10.10 hereof.

Appears in 3 contracts

Samples: Credit Agreement (Cleveland Cliffs Inc), Multicurrency Credit Agreement (Cleveland Cliffs Inc), Credit Agreement (Cleveland Cliffs Inc)

Substitution of Lenders. (a) In the event that no Event of Default has occurred and is continuing and (ai) the Borrower receives any Lender makes a claim from under Section 2.10(c) or (e) or Section 2.11, (ii) it becomes unlawful for any Lender to continue to fund or maintain its portion of the Loans as contemplated hereby and such Lender notifies the Borrowers pursuant to Section 2.10(d), (iii) any Obligor is required to make any payment pursuant to Section 2.13 that is attributable to a particular Lender, (iv) any Lender fails to fund any Loans as required hereby or (v) there shall exist a Non-Consenting Lender in respect of a Proposed Change to which the Loan Agent consents (any such Lender, an "Affected Lender"), the Borrowers may substitute any other Lender or any other financial institution which will eliminate the continued need to make such payments and which is reasonably acceptable to the Loan Agent (a "Substitute Institution") for compensation under Section 10.3 or 12.1 hereofsuch Affected Lender hereunder, after delivery of a written notice (a "Substitution Notice") by the Borrowers to the Loan Agent and the Affected Lender following the occurrence of any of the events described in clauses (i) through (v) above that the Borrowers intend to make such substitution. (b) If the Borrower receives notice from any Lender of any illegality pursuant to Substitution Notice was properly issued under this Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”)2.12, the Borrower mayAffected Lender shall sell, and the Substitute Institution shall purchase, in addition accordance with Section 9.2, all rights and obligations (except with respect to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any prior periods) of such Affected Lender to assign, at par, without recourse, under the Loan Documents. Such purchase and sale (and the corresponding assignment of all of its interest, rights, rights and obligations hereunder (including all except with respect to prior periods) hereunder) shall be effective on the later of its Commitments and (i) the Loans and participation interests in Letters receipt by the Affected Lender of Credit an amount equal to the unpaid principal amount, accrued interest on, and other amounts at due in respect of, its outstanding Loans, together with any time other Obligations owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityit, (ii) the Borrower receipt by the Loan Agent of an Assignment and Assumption whereby the Substitute Institution shall have paid agree to be bound by the terms hereof and (iii) without duplication, the payment in full to the Affected Lender in cash of all monies unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. (together with amounts due such Affected c) If any Lender requests compensation under Section 1.11 hereof 2.10(c) or (e), 2.11 or 2.13, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.10(c) or (e), 2.11 or 2.13, as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereundercase may be, (iii) in the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) future and (ivii) the assignee shall have consented would not subject such Lender to the proposed amendment any material unreimbursed cost or waivers expense and would not consented otherwise be disadvantageous to by the Affected such Lender.

Appears in 3 contracts

Samples: Loan Agreement (Us Airways Group Inc), Loan Agreement (Us Airways Group Inc), Loan Agreement (Us Airways Group Inc)

Substitution of Lenders. In Upon the event receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from is required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.20 or of increased costs pursuant to Section 2.19(b) or Section 2.19(c) (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.22 or is a Non-Consenting Lender), ; (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitment; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitment (the replacing Lender or lender in addition (i) or (ii) being a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.21 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any other rights SOFR Loans then outstanding; and provided further, however, that if the Borrower may have hereunder or under applicable law, require, at its expense, elects to exercise such right with respect to any such Affected Lender under clauses (a) or (b) of this Section 2.23, then the Borrower shall be obligated to assign, at parreplace all Affected Lenders under such clauses. The Affected Lender replaced pursuant to this Section 2.23 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and participation interests Commitment upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Xxxxxx’s Loans, accrued interest thereon, accrued fees and all other amounts at any time owing payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to (in the Affected Lender case of all monies (together with other amounts, including amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than 2.21 hereof). Any such principal owing to it hereunder, (iii) the assignment is entered into designation of a Replacement Lender shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the BorrowerBorrower in such instance), and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.23, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.23, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 3 contracts

Samples: Credit Agreement (Appian Corp), Credit Agreement (Appian Corp), Credit Agreement (Appian Corp)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 9.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 9.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonLender, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 12.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments Revolving Credit Commitment and the Loans and participation interests in Letters of Credit and Swingline Loans and other amounts at any time owing to it hereunder and the other Loan DocumentsCredit Documents but excluding its existing rights to payments pursuant to Section 9.3, Section 12.1 or Section 12.15 hereof) to an Eligible Assignee specified by the Borrower, provided that that: (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Administrative Agent the assignment fee (if any) specified in Section 12.12 hereof; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in L/C Obligations and Swingline Loans, accrued interest thereon, accrued fees and all monies other amounts payable to it hereunder and under the other Loan Documents (together with including all amounts due such Affected Lender under Sections 9.3 and 12.1 hereof and any amounts under Section 1.11 12.15 hereof and any amounts under 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other than such principal owing to it hereunder, amounts); (iii) in the case of any such assignment is entered into resulting from a claim for compensation under Section 9.3 hereof or payments required to be made pursuant to Section 12.1 hereof, such assignment will result in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and a reduction in such compensation or payments thereafter; (iv) such assignment does not conflict with applicable law; and (v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. A Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 2 contracts

Samples: Multicurrency Credit Agreement, Credit Agreement (Jones Lang Lasalle Inc)

Substitution of Lenders. In Upon the event receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from is required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.20 or of increased costs pursuant to Section 2.19(c) (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.22 or is a Non-Consenting Lender), ; (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitment; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitment (the replacing Lender or lender in addition (i) or (ii) being a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.21 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Eurodollar Loans then outstanding. The Affected Lender replaced pursuant to assign, at parthis Section 2.23 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and participation interests Commitment upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts at any time owing payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to (in the Affected Lender case of all monies (together with other amounts, including amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than 2.21 hereof). Any such principal owing to it hereunder, (iii) the assignment is entered into designation of a Replacement Lender shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the Borrower in such instance), provided that if such Affected Lender does not comply with Section 10.6 within ten (10) Business Days after the Borrower) ’s request, the Administrative Agent is authorized to execute the Assignment and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Acceptance on behalf of such Affected Lender.. Notwithstanding the foregoing, with respect to any assignment pursuant to this

Appears in 2 contracts

Samples: Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonLender, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 13.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Administrative Agent the assignment fee (if any) specified in Section 13.12; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in L/C Obligations, accrued interest thereon, accrued fees and all monies other amounts payable to it hereunder and under the other Loan Documents (together with including any amounts due such Affected Lender under Section 1.11 hereof 1.9 as if the Loans owing to it were prepaid rather than assigned) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other than such principal owing to it hereunder, amounts); (iii) in the case of any such assignment is entered into resulting from a claim for compensation under Section 10.3 or payments required to be made pursuant to Section 13.1, such assignment will result in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and a reduction in such compensation or payments thereafter; (iv) such assignment does not conflict with applicable law; and (v) in the case of any assignment resulting from a Lender failing to consent to an amendment, waiver or consent, the applicable assignee shall have consented to the proposed amendment such amendment, waiver or waivers consent. A Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 2 contracts

Samples: Credit Agreement (Intl Fcstone Inc.), Credit Agreement (Intl Fcstone Inc.)

Substitution of Lenders. In the event (a) the Borrower receives a claim from If any Lender for requests compensation under Section 10.3 3.05, or 12.1 hereof, (b) if the Borrower receives notice from is required to pay any additional amount to any Lender or any Governmental Authority for the account of any illegality Lender pursuant to Section 10.1 hereof3.07, (c) or if any Lender is defaults in its obligation to fund Loans hereunder, then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expensesole expense and effort, any upon notice to such Affected Lender and the Administrative Agent, require such Lender to assign, at parassign and delegate, without recourserecourse (in accordance with and subject to the restrictions contained in Section 10.04), all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) under this Agreement to an Eligible Assignee specified by the Borrowerassignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent to such assignment assignee, which consent shall not conflict with unreasonably be withheld or violate any law, rule or regulation or order of any court or other governmental authoritydelayed, (ii) the Borrower such Lender shall have paid received payment of an amount equal to the Affected Lender outstanding principal of its Loans, accrued interest thereon, accrued fees and all monies (together with other amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment is entered into resulting from a claim for compensation under Section 3.05 or payments required to be made pursuant to Section 3.07, such assignment will result in accordance witha reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and subject delegation cease to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lenderapply.

Appears in 2 contracts

Samples: Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Lifetime Brands, Inc)

Substitution of Lenders. In the event If (a) the Borrower receives a claim from obligation of any Lender for to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (b) any Lender has demanded compensation under Section 10.3 3.4(c) or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof11.5, (c) any Revolving Credit Lender is then does not consent to the extension of the Revolving Credit Maturity Date as provided in Section 2.16(b)(i) or (ii), (d) any Lender has failed to fund its Revolving Credit Percentage of any Revolving Credit Advance, or to fund a Defaulting Lender Revolving Credit Advance to repay a Swing Line Advance or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonReimbursement Obligations, or (de) a any Lender fails to consent to has not approved an amendment amendment, waiver or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved other modification of this Agreement, if such amendment or waiver (any has been approved by the Majority Lenders and the consent of such Lender referred to is required (in clause (a)each case, (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) then the Borrower shall have paid the right (subject to Section 13.8 hereof), with the assistance of the Agent, to seek a substitute Lender or Lenders (which may be one or more of the Lenders (the “Purchasing Lender” or “Purchasing Lenders”) to purchase the Advances of the Revolving Credit and the Term Loan and assume the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Lender. The Affected Lender shall be obligated to sell its Advances of the Revolving Credit and the Term Loan and assign its commitments to such Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from Borrower 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, Borrower shall pay to the Affected Lender all monies fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten Business Days after such sale, (together with amounts i) the amount of any compensation which would be due such to the Affected Lender under Section 1.11 hereof as 11.1 if the Loans owing to it were Borrower has prepaid rather than assigned) other than the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such principal owing to it hereunder, (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) sale and (ivii) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date. Upon such sale, the assignee Purchasing Lender or Purchasing Lenders shall have consented to the proposed amendment or waivers not consented to by assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Lenders, the Affected Lender, as assignor, such Purchasing Lender, as assignee, Borrower and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment and a Term Loan Percentage equal to its ratable share of the Term Loan. In connection with any assignment pursuant to this Section 11.8, the Borrower or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8.

Appears in 2 contracts

Samples: Credit Agreement (Noble International, Ltd.), Credit Agreement (Noble International, Ltd.)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes in default in any material respect with respect to its obligations under the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonLoan Documents, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 13.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a commercial bank or other financial institution specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 2 contracts

Samples: Credit Agreement (Nobel Learning Communities Inc), Credit Agreement (Nobel Learning Communities Inc)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonLender, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by under Section 1.17 or Section 12.13 hereof requiring the consent of all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable lawLegal Requirements, require, at its the Borrower’s expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and Swing Loans and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower). In connection with any such assignment, such Affected Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Acceptance, it being agreed and understood that the relevant Affected Lender will be deemed to have agreed to and entered into such assignment upon the payment of such amounts set forth in the foregoing clauses (ii) and (iv) iii), regardless of whether or not such Affected Lender executes and/or delivers any Assignment and Acceptance, and each Lender, by being party to this Agreement, in the assignee shall have consented to the proposed amendment or waivers not consented to by the event it is an Affected Lender, hereby agrees to and accepts an assignment of its Loans and Commitments on the terms and conditions set forth in this Section 1.13.

Appears in 2 contracts

Samples: Credit Agreement (Necessity Retail REIT, Inc.), Credit Agreement (American Finance Trust, Inc)

Substitution of Lenders. In the event (a) the Borrower receives a claim from If any Lender becomes a Defaulting Lender, the Borrowers may, at Borrowers’ sole effort and expense, substitute another financial institution for compensation such Defaulting Lender hereunder, upon reasonable prior written notice (which written notice must be given within 90 days following the notification to the Borrowers thereof) by the Borrowers to the Applicable Administrative Agent and the Defaulting Lender that the Borrowers intend to make such substitution. A substitute financial institution (x) must be an Eligible Assignee and (y) if not already a Lender in respect of such Facility, must be acceptable to the Applicable Administrative Agent and, in the case of the Revolving Facility, each Issuer (each such consent not to be unreasonably withheld, conditioned or delayed). If the proposed substitute financial institution or other entity meets the conditions set forth in clauses (x) and (y) above and the written notice was properly issued under this Section 10.3 2.20, the Defaulting Lender shall sell and the substitute financial institution or 12.1 hereofother entity shall purchase, at par plus accrued interest and Letter of Credit Participation Fees, all rights and claims of such Defaulting Lender under the Loan Documents and such substitute financial institution or other entity shall assume, and the Defaulting Lender shall be relieved of, its Applicable Commitments and all other prior unperformed obligations of the Defaulting Lender under the Loan Documents (b) the Borrower receives notice from any Lender other than in respect of any illegality pursuant damages (other than exemplary or punitive damages, to Section 10.1 hereof, (cthe extent permitted by applicable law) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate in respect of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Personunperformed obligations). Such Defaulting Lender, or upon the effectiveness of such sale, purchase and assumption (d) a Lender fails that, in any event shall be conditioned upon the payment in full by the Borrowers in cash of all fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Defaulting Lender), the Borrower maysubstitute financial institution or other entity shall become a “Lender” hereunder in respect of the applicable Facility for all purposes of this Agreement (x) having a Commitment in the amount of such Defaulting Lender’s Commitment assumed by it (if any) and such Commitment of the Defaulting Lender shall be terminated and (y) holding the amount of Applicable Loans and Reimbursement Obligations held by the Defaulting Lender; provided, however, that all indemnities under the Loan Documents shall continue in addition favor of such Defaulting Lender. Such Defaulting Lender shall execute and deliver to any other rights the Borrower may have hereunder or under applicable lawApplicable Administrative Agent an Assignment and Acceptance to evidence such transfer; provided, requirehowever, at its expense, any such Affected that the failure of the Defaulting Lender to assign, at par, without recourse, all of its interest, rightsexecute and deliver such Assignment and Acceptance shall not invalidate such assignment, and obligations hereunder (including all of its Commitments such Assignment and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder Acceptance shall be paid deemed to be executed and delivered upon receipt by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lendersuch Defaulting Lender of such payment in full.

Appears in 2 contracts

Samples: Credit Agreement (McDermott International Inc), Superpriority Senior Secured Credit Agreement (McDermott International Inc)

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4 or 12.1 Section 10.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) in the event any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a in the event any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested other modification pursuant to be consented to by Section 10.11 requiring the consent of all Lenders or all each Lender directly affected Lenders under Section 12.11 hereof at a time when thereby, and as to which the Required Lenders have approved such amendment or waiver otherwise consented (any such Lender referred to in clause paragraph (a), (b), (c), ) or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, (i) require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuer, which consents shall not be unreasonably withheld or delayed, to such assignment, (C) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iiiD) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance withwith the other requirements of Section 10.10 hereof, (F) solely with respect to assignments in connection with clause (a) (with respect to claims under Section 10.1) or (c) above, no Event of Default shall have occurred and subject be continuing at the time of such assignment and (G) any such assignment shall not be deemed to the consents required by, Section 12.10 hereof (provided be a waiver of any assignment fees and reimbursable expenses due thereunder shall be paid by rights that the Borrower) and (iv) , the assignee Administrative Agent or any other Lender shall have consented to the proposed amendment or waivers not consented to by against the Affected Lender, or (ii) terminate the Revolving Credit Commitment of such Affected Lender and repay all Obligations of the Borrower owing to such Lender as of such termination date.

Appears in 2 contracts

Samples: First Lien Loan Agreement (Vantiv, Inc.), First Lien Loan Agreement (Vantiv, Inc.)

Substitution of Lenders. In Upon the event receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from is required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.14 or of increased costs pursuant to Section 2.13 (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.15 or is a Non-Consenting Lender), ; (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; then the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expensesole expense and effort, any upon notice to the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitments; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitments (the replacing Lender or lender in (i) or (ii) being a “Replacement Lender”). The Affected Lender replaced pursuant to assign, at parthis Section 2.16 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and participation interests Commitments upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts at any time owing payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower (in the case of all other amounts). Any such designation of a Replacement Lender shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iii) the assignment is entered into be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the BorrowerBorrower in such instance), and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.16, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.14, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.16, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 2 contracts

Samples: Credit Agreement (Radisys Corp), Credit Agreement (Radisys Corp)

Substitution of Lenders. If any Lender (an "Affected Lender") (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01 or (ii) gives notice to Borrower that such Lender is unable to make or maintain a LIBOR Loan as a result of a condition described in Section 3.03 or clause (2) of Section 3.02, Borrower may, within ninety (90) days of receipt of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay Additional Costs or causing Section 3.03 or clause (2) of Section 3.02 to be applicable), as the case may be, give notice (a "Substitution Notice") to Administrative Agent and to each Lender of Borrower's intention either (x) to prepay in full the Affected Lender's Note and to terminate the Affected Lender's entire Loan Commitment or (y) to replace the Affected Lender with another financial institution (a "Substitute Lender") designated in such Substitution Notice. In the event (a) Borrower opts to give the Borrower receives a claim from any Lender notice provided for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a)x) above, and if the Affected Lender shall not agree within thirty (b)30) days of its receipt thereof to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.03 or clause (2) of Section 3.02, (c)then, so long as no Default or (d) above being hereinafter referred to as an “Event of Default shall exist, Borrower may terminate the Affected Lender”)'s entire Loan Commitment, provided that in connection therewith it pays to the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender all outstanding principal and accrued and unpaid interest under the Affected Lender's Note, together with all other amounts, if any, due from Borrower to assignthe Affected Lender, at parincluding all amounts properly demanded and unreimbursed under this Article III. In the event Borrower opts to give the notice provided for in clause (y) above, without recourseand if (A) Administrative Agent shall, within thirty (30) days of its receipt of the Substitution Notice, notify Borrower and each Lender in writing that the proposed Substitute Lender is reasonably satisfactory to Administrative Agent and (B) the Affected Lender 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 3.03 or clause (2) of Section 3.02, then the Affected Lender shall, so long as no Default or Event of Default shall exist, assign its Note and all of its interest, rightsrights and obligations under this Agreement to the Substitute Lender, and obligations hereunder (including the Substitute Lender shall assume all of its Commitments the Affected Lender's rights and obligations, pursuant to an agreement, substantially in the form of an Assignment and Assumption Agreement, executed by the Affected Lender and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) Substitute Lender. In connection with such assignment and assumption, the Substitute Lender shall not conflict pay to the Affected Lender an amount equal to the outstanding principal amount under the Affected Lender'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 Lender; provided, however, that prior to or simultaneously with or violate any lawsuch assignment and assumption, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to such Affected Lender all amounts properly demanded and unreimbursed under this Article III. Upon the effective date of such assignment and assumption and the payment by the Substitute Lender to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500, the Substitute Lender shall become a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it shall be released from its obligations hereunder, (iii) and no further consent or action by any party shall be required. Upon the consummation of any assignment is entered into in accordance withpursuant to this Section, and subject a substitute Note shall be issued to the consents required bySubstitute Lender by Borrower, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by in exchange for the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by return of the Affected Lender's Note. The obligations evidenced by such substitute note 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 Substitute Lender is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.13. Each Substitute Lender shall be deemed to have made the representations contained in, and shall be bound by the provisions of, Section 9.13. Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall be reasonably required in connection with and to effectuate the foregoing.

Appears in 2 contracts

Samples: Term Loan Agreement (Acadia Realty Trust), Term Loan Agreement (Acadia Realty Trust)

Substitution of Lenders. (a) If any Lender (an "Affected Bank") (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) amounts pursuant to Section 3.13 (any such amounts referred to as "Additional Costs") or (ii) is unable to make or maintain a Eurodollar Loan as a result of a condition described in Section 3.12, or (iii) defaults in its obligations to make Advances in accordance with the terms of this Agreement, Borrower may, within 90 days of receipt of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay Additional Costs or causing said Section 3.12 to be applicable) or the occurrence of such default, as the case may be, give notice (a "Replacement Notice") to Agent (which will promptly forward a copy of such notice to each Lender) of Borrower's intention either (x) to prepay in full the Affected Bank's Note and to terminate the Affected Bank's entire Commitment or (y) to replace the Affected Bank with another financial institution (the "Replacement Bank") designated in such Replacement Notice. In the event (a) Borrower gives the Borrower receives a claim from any Lender notice provided for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a)x) above, (b)and if the Affected Bank shall not agree within 30 days of its receipt thereof to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.12 or if the Affected Bank shall not cure such default within five days of its receipt thereof, (c)then, so long as no Default or (d) above being hereinafter referred to as an “Affected Lender”)Event of Default shall exist, the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such (notwithstanding the provisions of Section 3.11) terminate the Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerBank's entire Commitment, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid in connection therewith it pays to the Affected Lender Bank all monies (outstanding principal and accrued and unpaid interest under the Affected Bank's Note, together with amounts all other amounts, if any, due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iii) the assignment is entered into in accordance with, and subject from Borrower to the consents required byAffected Bank, Section 12.10 hereof (provided any assignment fees including all amounts properly demanded and reimbursable expenses due thereunder shall be paid by the Borrower) unreimbursed under Sections 3.5 and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lenderall Additional Costs.

Appears in 2 contracts

Samples: Construction Loan Agreement (Taubman Centers Inc), Construction Loan Agreement (Taubman Realty Group LTD Partnership)

Substitution of Lenders. In the event that (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4, Section 10.1 or 12.1 Section 10.4 hereof, (b) the Borrower receives a notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested other modification pursuant to be consented to by Section 10.11 requiring the consent of all Lenders or all each Lender directly affected Lenders under Section 12.11 hereof at a time when thereby (and such Lender is so affected), and as to which the Required Lenders or a majority of all Lenders directly affected thereby have approved otherwise consented (any such amendment or waiver Lender referred to in clause (d) above being hereinafter referred to as a “Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, (i) require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, ; provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuers, which consents shall not be unreasonably withheld or delayed, to such assignment, (C) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assignedassigned and any premium owing to such Affected Lender under Section 2.8(a)(iii)) other than such principal principal, interest and fees owing to it hereunder, (iiiD) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance withwith the other requirements of Section 10.10 hereof and (F) any such assignment shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the Affected Lender, or (ii) terminate the Revolving Credit Commitment of such Affected Lender and subject repay all Obligations of the Borrower owing to the consents such Lender as of such termination date. Each party hereto agrees that an assignment required by, pursuant to this Section 12.10 hereof (provided any assignment fees 8.5 may be effected pursuant to an Assignment and reimbursable expenses due thereunder shall be paid Assumption executed by the Borrower) , the Administrative Agent and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by and that the Affected LenderLender required to make such assignment need not be a party thereto.

Appears in 2 contracts

Samples: Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp)

Substitution of Lenders. In the event (a) the any Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the any Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator or like Person has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 13.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable law, require, at its the Borrowers’ expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerBorrowers, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assignedassigned and any amounts due such Lender under Sections 10.3 and 13.1 hereof) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected LenderBorrowers).

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Smucker J M Co)

Substitution of Lenders. In Upon the event receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from is required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.20 or of increased costs pursuant to Section 2.19(b) or Section 2.19(c) (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.22 or is a Non-Consenting Lender), ; (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitment; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitment (the replacing Lender or lender in addition (i) or (ii) being a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.21 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Eurodollar Loans then outstanding. The Affected Lender replaced pursuant to assign, at parthis Section 2.23 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and participation interests Commitment upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts at any time owing payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to (in the Affected Lender case of all monies (together with other amounts, including amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than 2.21 hereof). Any such principal owing to it hereunder, (iii) the assignment is entered into designation of a Replacement Lender shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the Borrower in such instance) (provided that if such Affected Lender does not comply with Section 10.6 within ten (10) Business Days after the Borrower’s request, the Administrative Agent is authorized to execute the Assignment and Acceptance on behalf of such Affected Lender) and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.23, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.23, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 2 contracts

Samples: Credit Agreement (Kaltura Inc), Credit Agreement (Kaltura Inc)

Substitution of Lenders. In the event (a) any Lender fails to fund (i) its Revolver Percentage of a Borrowing of Revolving Loans at a time when all of the conditions precedent under Section 7.1 or 7.2, as applicable, have been satisfied or fails to fund its Revolver Percentage of amounts owed under Section 1.3 or 1.15 hereof or (ii) any portion of its Term Loans pursuant to any outstanding Term Loan Commitment at a time when all conditions precedent applicable thereto have been satisfied, (b) the Borrower receives a claim from any Lender or any governmental authority on account of any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (bc) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (cd) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes otherwise in default in any material respect with respect to its obligations under the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, Loan Documents or (de) a Lender fails to consent to an amendment amendment, waiver or waiver other modification requested to be consented to by all Lenders or all affected Lenders under Section 12.11 13.13 hereof at a time when the Required Lenders (or the requisite Lenders whose consent is required under Section 13.13) have approved such amendment or waiver (any such Lender referred to in clause clauses (a), (b), (c), or (d) above being hereinafter referred to as or (e) above, an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, (i) solely in the case of clauses (a), (d) or (e), prepay the relevant Loans and/or terminate the relevant Commitments of such Affected Lender in respect of the relevant Credit Facility and the relevant Class thereunder, in any case at par plus accrued interest and fees, and additional amounts owed hereunder, but excluding any amount required by Section 1.12, if any or (ii) require, at its the Borrower’s expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, if any, without recourserecourse (other than as set forth in the applicable Assignment and Assumption), all of its interest, rights, and obligations hereunder in respect of the relevant Credit Facility and the relevant Class thereunder (including all of its relevant Commitments and the relevant Loans and participation interests Participating Interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan DocumentsDocuments in respect of such Credit Facility and the relevant Class thereunder) to a Lender hereunder or an Eligible Assignee specified by the Borrower, provided that (iw) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (iix) the Borrower shall have received written consent of the Administrative Agent as required by Section 13.12, (y) the Borrower shall have paid to the Affected Lender all monies amounts (together with which, for the avoidance of doubt, shall exclude any amounts due such Affected Lender referred to under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned1.12) other than such principal owing to it such Affected Lender hereunder, and (iiiz) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 hereof (13.12 hereof; provided that any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) assignee Lender, commercial bank or other financial institution, as the case may be. In the event that an Affected Lender does not comply with the requirements of this Section 1.14 within one Business Day after receipt of notice of its status as an Affected Lender, each Lender hereby authorizes and (iv) directs the assignee shall have consented Administrative Agent to the proposed amendment or waivers not consented execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 13.12 on behalf of an Affected Lender and any such documentation so executed by the Affected LenderAdministrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 13.12.

Appears in 2 contracts

Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.)

Substitution of Lenders. In Upon the event (a) receipt by the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to a claim under Section 10.1 hereof2.17, (c) 2.18 or 2.20, or upon receipt by the Borrower of written notice that any Lender is then has become a Defaulting Lender or such Lender is a Subsidiary or Affiliate in accordance with the provisions set forth in the definition of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person“Defaulting Lender”, or (d) a if any Lender fails refuses to consent to an amendment any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders directly affected thereby and such amendment, waiver requested to be or other modification is consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”)Lenders, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, in addition Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any acquire such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Reimbursement Obligations and assume such Revolving Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, Commitment; provided that (i) such assignment shall replacement does not conflict with or violate any law, rule or regulation or order Requirement of any court or other governmental authorityLaw, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have paid to occurred and be continuing at the Affected Lender all monies (together with amounts due time of such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunderreplacement, (iii) the assignment is entered into in accordance withBorrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and subject Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the consents required bydate of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, 2.18 and 2.20 and, if applicable, the prepayment fee pursuant to Section 12.10 hereof 2.3(d) (provided any with such assignment fees and reimbursable expenses due thereunder shall being deemed to be paid a voluntary prepayment for purposes of determining the applicability of Section 2.9, such amount to be payable by the Borrower) and )), (iv) the assignee Borrower shall have consented be liable to such replaced Lender under Section 2.19 if any SOFR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the proposed amendment Administrative Agent and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or waivers replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender). Each of the Issuing Lender and each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of the Issuing Lender or such Lender, as the case may be, as assignor, any Assignment and Assumption necessary to effectuate any assignment of the Issuing Lender’s or such Lxxxxx’s interests hereunder in the circumstances contemplated by this Section 2.22. A Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 2 contracts

Samples: Credit Agreement (B&G Foods, Inc.), Credit Agreement (B&G Foods, Inc.)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes in default in any material respect with respect to its obligations under the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonLoan Documents, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 13.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its the Affected Lender’s expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a commercial bank or other financial institution specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 2 contracts

Samples: Credit Agreement (Kimball Hill, Inc.), Credit Agreement (National Credit & Guaranty CORP)

Substitution of Lenders. In Upon the event receipt by Borrowers of any of the following (or in the case of clause (a) the Borrower receives a claim from below, if Borrowers are required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.10 or of increased costs pursuant to Section 2.9 (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.11 or is a Non-Consenting Lender), ; (b) a notice from the Borrower Administrative Agent under Section 14.5(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) a notice from the Administrative Agent that a Lender is a Defaulting Lender; then Borrowers may, in addition at their sole expense and effort, upon notice to any the Administrative Agent and such Affected Lender: (i) request that one or more of the other rights the Borrower may have hereunder Lenders acquire and assume all or under applicable law, require, at its expense, any part of such Affected Lender’s Loans and Commitments and all other Obligations owing to such Affected Lender; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Revolving Commitments and all other Obligations owing to such Affected Lender (the replacing Lender or lender in (i) or (ii) being a “Replacement Lender”); provided, however, that Borrowers shall be liable for the payment upon demand of all costs and other amounts arising as a result of the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be; and provided further, however, that if Borrowers elect to assignexercise such right with respect to any Affected Lender under clause (a) or (b) of this Section, at parthen Borrowers shall be obligated to replace all Affected Lenders under such clauses. The Affected Lender replaced pursuant to this Section shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of its such Affected Lender’s Loans and Revolving Commitments and all other Obligations owing to such Affected Lender upon payment to such Affected Lender of an amount (in the Loans aggregate for all Replacement Lenders) equal to 100% of the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and participation interests in Letters of Credit and all other amounts at any time owing payable to it hereunder and under the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that Documents from such Replacement Lenders (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected extent of such outstanding principal and accrued interest and fees) or Borrowers (in the case of all other amounts). Any such designation of a Replacement Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iii) the assignment is entered into shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 14 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by Borrowers in such instance), and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the Borrowerprior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.9 or payments required to be made pursuant to Section 2.10, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling Borrower to require such assignment and delegation cease to apply.

Appears in 2 contracts

Samples: Loan and Security Agreement (Tabula Rasa HealthCare, Inc.), Loan and Security Agreement (Tabula Rasa HealthCare, Inc.)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes in default in any material respect with respect to its obligations under the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonLoan Documents, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 13.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a commercial bank or other financial institution specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 2 contracts

Samples: Credit Agreement (Unified Western Grocers Inc), Credit Agreement (LTC Properties Inc)

Substitution of Lenders. In Upon the event receipt by the Borrower or occurrence of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from is required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.17 or of increased costs pursuant to Section 2.16 (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.19 or is a Non-Consenting Lender), ; (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; or (d) any Lender shall be a Non-Consenting Lender or a Minority Lender; then the Borrower may, at its sole expense and effort, upon notice to the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitments; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitments (the replacing Lender or lender in addition (i) or (ii) being a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.18 that result from the acquisition of any Affected Lender’s Loan and/or Commitments (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Eurodollar Loans then outstanding. The Affected Lender replaced pursuant to assign, at parthis Section 2.20 shall be required to assign and delegate (and each Lender hereby grants the Administrative Agent a power of attorney to execute such assignment on behalf of each Lender that is an Affected Lender), without recourse, all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and participation interests Commitments upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts at any time owing payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to (in the Affected Lender case of all monies (together with other amounts, including amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than 2.18 hereof). Any such principal owing to it hereunder, (iii) the assignment is entered into designation of a Replacement Lender shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the BorrowerBorrower in such instance), and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.20, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.16 or payments required to be made pursuant to Section 2.17, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.20, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 2 contracts

Samples: Amendment and Restatement Agreement (DoubleVerify Holdings, Inc.), Amendment and Restatement Agreement (DoubleVerify Holdings, Inc.)

Substitution of Lenders. In the event that (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4, Section 10.1 or 12.1 Section 10.4 hereof, (b) the Borrower receives a notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested other modification pursuant to be consented to by Section 10.11 requiring the consent of all Lenders or all each Lender directly affected Lenders under Section 12.11 hereof at a time when thereby (and such Lender is so affected), and as to which the Required Lenders or a majority of all Lenders directly affected thereby have approved otherwise consented (any such amendment or waiver Lender referred to in clause (d) above being hereinafter referred to as a “Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, (i) require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Term Loan Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, ; provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent, (C) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal principal, interest and fees owing to it hereunder, (iiiD) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance withwith the other requirements of Section 10.10 hereof and (F) any such assignment shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the Affected Lender, or (ii) terminate the Term Loan Commitment of such Affected Lender and subject repay all Obligations of the Borrower owing to the consents such Lender as of such termination date. Each party hereto agrees that an assignment required by, pursuant to this Section 12.10 hereof (provided any assignment fees 8.5 may be effected pursuant to an Assignment and reimbursable expenses due thereunder shall be paid Assumption executed by the Borrower) , the Administrative Agent and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by and that the Affected LenderLender required to make such assignment need not be a party thereto.

Appears in 2 contracts

Samples: Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for becomes entitled to compensation under Section 10.3 or 12.1 hereof13.1 hereof and such Lender has declined or is unable to designate a different Lending Office in accordance with Section 10.4 or Section 13.1 that eliminates their current entitlement to compensation under Section 10.3 or 13.1, as applicable, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator or like Person has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 13.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its the Borrower’s expense, any such Affected Lender to assign, at parpar (and together with accrued and unpaid fees and interest), without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall is not conflict with or violate any prohibited by law, rule or regulation or order of any court or other governmental authoritygovernment authority applicable to such Affected Lender, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assignedassigned and any amounts due such Lender under Sections 10.3 and 13.1 hereof) other than such principal and accrued and unpaid fees and interest owing to it hereunder, (iii) in the case of any such assignment resulting from an entitlement to compensation under Section 10.3 or 13.1 hereof, the assignee will be entitled to less compensation under such Section 10.3 or 13.1 than the Affected Lender, and (iv) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 13.12 hereof (provided that any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and Borrower (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lenderas otherwise agreed)).

Appears in 2 contracts

Samples: Term Loan Credit Agreement (J M SMUCKER Co), Bridge Term Loan Credit Agreement (J M SMUCKER Co)

Substitution of Lenders. In Upon the event receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from is required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.20 or of increased costs pursuant to Section 2.19 (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.22 or is a Non-Consenting Lender), ; (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; then the Borrower may, at its sole expense and effort, within thirty (30) days after the occurrence of such event or receipt by the Borrower of such notice and demand, upon notice to the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitment; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitment (the replacing Lender or lender in addition (i) or (ii) being a “Replacement Lender”); provided, however, that if the Borrower elects to exercise such right with respect to any other rights Affected Lender under clause (a) or (b) of this Section 2.23, then the Borrower may have hereunder or shall be obligated to replace all Affected Lenders under applicable law, require, at its expense, any such clauses. The Affected Lender replaced pursuant to assign, at parthis Section 2.23 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and participation interests Commitment upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts at any time owing payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower (in the case of all other amounts). Any such designation of a Replacement Lender shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iii) the assignment is entered into be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the BorrowerBorrower in such instance), and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.23, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.23, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 2 contracts

Samples: Credit Agreement (XOOM Corp), Credit Agreement (XOOM Corp)

Substitution of Lenders. In the event that (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4, Section 10.1 or 12.1 Section 10.4 hereof, (b) the Borrower receives a notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested other modification pursuant to be consented to by Section 10.11 requiring the consent of all Lenders or all each Lender directly affected Lenders under Section 12.11 hereof at a time when thereby, and as to which the Required Lenders or a majority of all Lenders directly affected thereby have approved otherwise consented (any such amendment or waiver Lender referred to in clause (d) above being hereinafter referred to as a “Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, (i) require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, ; provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuers, which consents shall not be unreasonably withheld or delayed, to such assignment, (C) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assignedassigned and any premium owing to such Affected Lender under Section 2.8(a)(ii)) other than such principal principal, interest and fees owing to it hereunder, (iiiD) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance withwith the other requirements of Section 10.10 hereof and (F) any such assignment shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the Affected Lender, or (ii) terminate the Revolving Credit Commitment of such Affected Lender and subject repay all Obligations of the Borrower owing to the consents such Lender as of such termination date. Each party hereto agrees that an assignment required by, pursuant to this Section 12.10 hereof (provided any assignment fees 8.5 may be effected pursuant to an Assignment and reimbursable expenses due thereunder shall be paid Assumption executed by the Borrower) , the Administrative Agent and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by and that the Affected LenderLender required to make such assignment need not be a party thereto.

Appears in 2 contracts

Samples: Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp)

Substitution of Lenders. In Upon the event (a) the receipt by a Borrower receives a claim or Borrowers from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”) of a claim under Section 4.1, 4.2(b), 4.3 or 4.5 or a request for payment of Mandatory Costs, such Borrower or Borrowers may: (a) request one or more of the Borrower may, in addition other Lenders to any other rights the Borrower may have hereunder acquire and assume all or under applicable law, require, at its expense, any part of such Affected Lender’s Loans and Commitment; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the acquire such Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, assume such Commitments; provided that (i) such assignment shall replacement does not conflict with or violate any requirement of law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower no Default or Event of Default shall have paid to occurred and be continuing at the Affected Lender all monies (together with amounts due time of such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunderreplacement, (iii) such Borrower or Borrowers shall repay (or the assignment is entered into replacement bank or financial institution shall purchase, at par) all Loans, accrued interest and other amounts owing to such replaced Lender prior to the date of replacement, (iv) such Borrower or Borrowers shall be liable to such replaced Lender under Section 4.4 if any Fixed Rate Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall otherwise qualify as an Eligible Assignee, (vi) the replaced Lender shall be obligated to make such replacement in accordance with, and subject to with the consents required by, provisions of Section 12.10 hereof 12.1 (provided any assignment fees and reimbursable expenses due thereunder that such Borrower or Borrowers or replacement Lender shall be paid by obligated to pay the Borrowerregistration and processing fee) and (ivvii) such Borrower or Borrowers shall pay all additional amounts (if any) required pursuant to Section 4.1, 4.2(b), 4.3 or 4.5, as the assignee shall have consented case may be, and all Mandatory Costs to the proposed amendment extent such additional amounts and Mandatory Costs of such Affected Lender were incurred on or waivers not consented prior to by the Affected Lenderconsummation of such replacement.

Appears in 2 contracts

Samples: Credit Agreement (V F Corp), Credit Agreement (V F Corp)

Substitution of Lenders. In Upon the event receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives is required to pay any such amount, regardless of whether the Lender makes a claim from request for such payment), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.20 or of increased costs pursuant to Section 2.19(b) or Section 2.19(c), ; (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender or a Non-Consenting Lender; then the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expensesole expense and effort, any upon notice to the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans, Commitment and all other Obligations owing to such Affected Lender; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans, Commitment and all other Obligations owing to such Affected Lender (the replacing Lender or lender in (i) or (ii) being a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.21 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to assign, at parany Eurodollar Loans then outstanding. The Affected Lender replaced pursuant to this Section 2.23 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments under this Agreement and the Loans related Loan Documents to one or more Replacement Lenders that so agree to acquire and participation interests assume all or a ratable part of such Affected Lender’s Loans, Commitment and all other Obligations owing to such Affected Lender upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts at any time owing Obligations payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to (in the Affected Lender case of all monies (together with other amounts, including amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than 2.21 hereof). Any such principal owing to it hereunder, (iii) the assignment is entered into designation of a Replacement Lender shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the Borrower in such instance); provided that, if such Affected Lender does not comply with Section 10.6 within ten Business Days after the Borrower’s request, compliance with Section 10.6 shall not be required to effect such assignment, and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.23, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.23, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 2 contracts

Samples: Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.)

Substitution of Lenders. In Upon the event receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from is required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.20 or of increased costs pursuant to Section 2.19(c) or Section 2.19(d) (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.22 or is a Non-Consenting Lender), ; (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; then the Borrower may, at its sole expense and effort, within 15 days after the occurrence of such event or receipt by the Borrower of such notice and demand, upon notice to the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume (at the election of such other Lenders in addition their sole discretion, with no obligation to do the same) all or part of such Affected Lender’s Loans and Commitment; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitment (the replacing Lender or lender in (i) or (ii) being a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.21 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any other rights Eurodollar Loans then outstanding; and provided further, however, that if the Borrower may have hereunder or under applicable law, require, at its expense, elects to exercise such right with respect to any such Affected Lender under clause (a) or (b) of this Section 2.23, then the Borrower shall be obligated to assign, at parreplace all Affected Lenders under such clauses. The Affected Lender replaced pursuant to this Section 2.23 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and participation interests Commitment upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees, prepayment premium (if applicable) (which shall be deemed to be due and owing if such assignment occurs at a time when the provisions of Section 2.24 remain in effect and solely in connection with the replacement of an Affected Lender as result of a circumstance described in clause (b) of this Section 2.23) and all other amounts at any time owing payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to (in the Affected Lender case of all monies (together with other amounts, including amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than 2.21 hereof). Any such principal owing to it hereunder, (iii) the assignment is entered into designation of a Replacement Lender shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the BorrowerBorrower in such instance), and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.23, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.23, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 2 contracts

Samples: Credit Agreement (Cambium Networks Corp), Credit Agreement (Cambium Networks Corp)

Substitution of Lenders. In the event If (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 has failed to fund its Revolving Credit Percentage of any Revolving Credit Advance, or 12.1 hereofto fund a Revolving Credit Advance to repay a Swing Line Advance or any Reimbursement Obligations, (b) the Borrower receives notice from obligation of any Lender of any illegality to make Eurodollar-based Advances has been suspended pursuant to Section 10.1 hereof11.3 or 11.4, (c) any Lender is then a Defaulting Lender has demanded compensation under Section 3.4(c), 11.5 or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person11.6, or (d) a any Lender fails to consent to has not approved an amendment amendment, waiver or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved other modification of this Agreement, if such amendment or waiver (any has been approved by the Majority Lenders and the consent of such Lender referred to is required (in clause (a)each case, (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the or (e) a Borrower may, is required to make additional payments to or on account of Lender (or permitted assignee) under Section 10.1(d) solely as a result of a change in addition to any other rights the Borrower may have hereunder or under applicable law, requirerule, at its expenseregulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority that occurred after the date on which such Lender (or permitted assignee) first became a party to this Agreement (and the assignment below shall result in a reduction in the amount of the payments otherwise required to be made by the applicable Borrowers thereunder), then the Agent or Borrowers shall have the right to make written demand on the Affected Lender (with a copy to Borrowers in the case of a demand by the Agent or with a copy to the Agent in the case of a demand by Borrowers) to assign and the Affected Lender shall assign, to one or more financial institutions that comply with the provisions of Section 13.8 hereof (the “Purchasing Lender” or “Purchasing Lenders”) to purchase the Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be, of such Affected Lender (including, without limitation, its participating interests in outstanding Swing Line Advances and Letters of Credit) and assume the commitment of the Affected Lender to assignextend credit under the Revolving Credit (including without limitation its obligation to purchase participations interest in Swing Line Advances and Letters of Credit) under this Agreement. The Affected Lender 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 commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participations in Swing Line Advances and Letters of Credit) to such Purchasing Lender or Purchasing Lenders within ten (10) days after receiving notice from Borrowers requiring it to do so, at paran aggregate price equal to the outstanding principal amount thereof, without recourse, all plus unpaid interest accrued thereon up to but excluding the date of its interest, rightsthe sale. In connection with any such sale, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borroweras a condition thereof, provided that (i) such assignment Borrowers shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid pay to the Affected Lender all monies fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender within ten (together with amounts 10) Business Days after such sale, (i) the amount of any compensation which would be due such to the Affected Lender under Section 1.11 hereof as 11.1 if Borrowers had prepaid the Loans owing to it were prepaid rather than assigned) other than outstanding Eurodollar-based Advances of the Affected Lender on the date of such principal owing to it hereunder, (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) sale and (ivii) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date. Upon such sale, the assignee Purchasing Lender or Purchasing Lenders shall have consented to the proposed amendment or waivers not consented to by assume the Affected Lender’s commitment, and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Lenders, the Affected Lender, as assignor, such Purchasing Lender, as assignee, Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender 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 Lender. In connection with any assignment pursuant to this Section 13.12, Borrowers or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 13.8.

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (PMFG, Inc.), Revolving Credit and Term Loan Agreement (Peerless Manufacturing Co)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 3.6 or 12.1 hereof3.1, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof3.4, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof 11.11 at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof 3.3 as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof 11.10 (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 2 contracts

Samples: Credit Agreement (Sterling Construction Co Inc), Credit Agreement (Sterling Construction Co Inc)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 3.6 or 12.1 hereof3.1, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof3.4, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof 11.11 at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerXxxxxxxx, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof 3.3 as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof 11.10 (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected LenderXxxxxxxx).

Appears in 2 contracts

Samples: Credit Agreement (Sterling Infrastructure, Inc.), Credit Agreement (Sterling Infrastructure, Inc.)

Substitution of Lenders. In the event (a) the Borrower receives Borrowers receive a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives Borrowers receive a notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 13.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), ) or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable law, require, at its the Borrowers’ expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerAssignee, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower Borrowers shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assignedassigned except if such Lender is being replaced pursuant to clause (c) above) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 2 contracts

Samples: Credit Agreement (Rc2 Corp), Credit Agreement (Rc2 Corp)

Substitution of Lenders. In Notwithstanding anything to the contrary contained in Section 12.13, in the event that the Borrower requests that this Agreement be modified or amended in a manner which would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Super-majority Lenders, then with the consent of the Borrower and the Super-majority Lenders, the Borrower, the DIP Agent and the Super-majority Lenders shall be permitted to amend this Agreement without the consent of the Lender or Lenders which did not agree to the modification or amendment requested by the Borrower (asuch Lender or Lenders, collectively the “Minority Lenders”) to provide for (w) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereoftermination of the DIP Commitment of each of the Minority Lenders, (bx) the Borrower receives notice from any Lender addition to this Agreement of any illegality pursuant to Section 10.1 hereof, one or more other financial institutions (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate each of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to which shall be an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (cEligible Assignee), or an increase in the DIP Commitment of one or more of the Super-majority Lenders, so that the DIP Commitments after giving effect to such amendment shall be in the same amount as the DIP Commitments immediately before giving effect to such amendment, (dy) above being hereinafter referred to as an “Affected Lender”)if any Loans are outstanding at the time of such amendment, the Borrower maymaking of such additional Loans by such new financial institutions or Super-majority Lender or Lenders, as the case may be, as may be necessary to repay in addition to any other rights full the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rightsoutstanding Loans of, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing owed under the Loan Documents to, the Minority Lenders immediately before giving effect to it hereunder such amendment and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (iz) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid modifications to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof this Agreement as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall may be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lenderappropriate.

Appears in 2 contracts

Samples: Post Petition Credit Agreement (Pilgrims Pride Corp), Post Petition Credit Agreement (Pilgrims Pride Corp)

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4, Section 10.1 or 12.1 Section 10.4 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) in the event any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a in the event any Lender fails to consent to an amendment any amendment, waiver, supplement or waiver requested other modification pursuant to be consented to by Section 10.11 requiring the consent of all Lenders or all each Lender directly affected Lenders under Section 12.11 hereof at a time when thereby, and as to which the Required Lenders or a majority of all Lenders directly affected thereby have approved otherwise consented (any such amendment or waiver Lender referred to in clause (d) above being hereinafter referred to as a “Non-Consenting Lender” and any Non-Consenting Lender and any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, (i) require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (iA) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (iiB) if the assignment is to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and, in the case of any Revolving Credit Commitment, the L/C Issuer, which consents shall not be unreasonably withheld or delayed, to such assignment, (C) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iiiD) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 10.10 owing to such replaced Lender prior to the date of replacement, (E) the assignment is entered into in accordance withwith the other requirements of Section 10.10 hereof, (F) solely with respect to assignments in connection with clause (a) (with respect to claims under Section 10.1) or (c) above, no Event of Default shall have occurred and subject be continuing at the time of such assignment and (G) any such assignment shall not be deemed to the consents required by, Section 12.10 hereof (provided be a waiver of any assignment fees and reimbursable expenses due thereunder shall be paid by rights that the Borrower) and (iv) , the assignee Administrative Agent or any other Lender shall have consented to the proposed amendment or waivers not consented to by against the Affected Lender, or (ii) terminate the Revolving Credit Commitment of such Affected Lender and repay all Obligations of the Borrower owing to such Lender as of such termination date.

Appears in 2 contracts

Samples: Loan Agreement (Vantiv, Inc.), Loan Agreement (Vantiv, Inc.)

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, hereof or (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Personperson, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional Lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) owed hereunder other than such principal principal, interest, and fees accrued and owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender13.12 hereof.

Appears in 2 contracts

Samples: Credit Agreement (Penford Corp), Credit Agreement (Penford Corp)

Substitution of Lenders. In Upon the event receipt by the Company of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 2.03(a)(iii), Section 7.04 or 12.1 Section 9.01 hereof, (b) the Borrower receives notice from by any Lender to the Company of any illegality pursuant to Section 10.1 hereof, 7.02 hereof or (c) in the event any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Company may, in addition to any other rights the Borrower Company may have hereunder or under applicable lawLaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the BorrowerCompany, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityLaw, (ii) if the Borrower assignment is to a Person other than a Lender, the Company shall have received the written consent of the Administrative Agent, the Swing Line Lender and the L/C Issuers, which consents shall not be unreasonably withheld or delayed, to such assignment, (iii) the Company shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 7.01 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 9.01 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (ivv) the assignee shall have consented paid to the proposed amendment or waivers not consented to Affected Lender the principal amount of all outstanding Loans made by the such Affected Lender. If at the time Investment Grade Status exists as to the Company, the Company may elect to terminate this Agreement as to an Affected Lender (including any Commitments, Loans and L/C Obligations that have been participated); provided that (i) the Company notifies such Lender through the Administrative Agent of such election at least three Business Days before the effective date of such termination, (ii) the Borrower repays or prepays the principal amount of all outstanding Loans made by such Lender plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of such Lender’s Commitment hereunder plus all other amounts payable by such Borrower to such Lender hereunder, not later than the effective date of such termination and (iii) if at the effective date of such termination, any L/C Obligations or Swing Line Loans are outstanding, the conditions specified in Section 2.04 would be satisfied (after giving effect to such termination) as if the related Letters of Credit issued or the related Swing Line Loans made on such date. Upon satisfaction of the foregoing conditions, the Commitment of such Lender shall terminate on the effective date specified in such notice, its participation in any outstanding L/C Obligations or Swing Line Loans shall terminate on such effective date and the participations of the other Lenders therein shall be redetermined as of such date as if such Letters of Credit had been issued or such Swing Line Loans had been made on such date.

Appears in 2 contracts

Samples: Credit Agreement (LyondellBasell Industries N.V.), Credit Agreement (LyondellBasell Industries N.V.)

Substitution of Lenders. In the event (a) Upon the receipt by the Borrower receives of a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) or a notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, hereof or (cb) in the event any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes in default in any material respect with respect to its obligations under the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver Loan Documents (any such Lender referred to in clause (a), ) or (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including its Revolving Credit Commitment and all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal principal, interest, and fees accrued and owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender13.12 hereof.

Appears in 2 contracts

Samples: Credit Agreement (CTS Corp), Credit Agreement (CTS Corp)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes in default in any material respect with respect to its obligations under the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonLoan Documents, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 13.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 2 contracts

Samples: Credit Agreement (DG FastChannel, Inc), Credit Agreement (DG FastChannel, Inc)

Substitution of Lenders. In Upon the event receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from is required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), (c), or ) through (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.18 or of increased costs pursuant to Section 2.17 (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20 or is a Non-Consenting Lender); (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; or (d) notice from a Lender that a Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to make, maintain, or fund Loans whose interest is determined with reference to the Eurodollar Rate (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.20); then the Borrower may, at its sole expense and effort, upon notice to the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitments; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitments (the replacing Lender or lender in addition (i) or (ii) being a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.19 that result from the acquisition of any Affected Lender’s Loan and/or Commitments (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Eurodollar Loans then outstanding. The Affected Lender replaced pursuant to assign, at parthis Section 2.21 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights other than its existing rights to payments pursuant to Section 2.17 and Section 2.18 and obligations hereunder (including all of its Commitments under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and participation interests Commitments upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts at any time owing payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to (in the Affected Lender case of all monies (together with other amounts, including amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than 2.19 hereof). Any such principal owing to it hereunder, (iii) the assignment is entered into designation of a Replacement Lender shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the BorrowerBorrower in such instance), and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.21, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.17 or payments required to be made pursuant to Section 2.18, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.21, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 2 contracts

Samples: Credit Agreement (Digi International Inc), Credit Agreement (Digi International Inc)

Substitution of Lenders. In Upon the event receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from is required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.20 or of increased costs pursuant to Section 2.19 (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.22 or is a Non- Consenting Lender), ; (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; then the Borrower may, at its sole expense and effort, upon notice to the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitments; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitments (the replacing Lender or lender in addition (i) or (ii) being a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.21 (subject to Section 2.25) that result from the acquisition of any Affected Lender’s Loan and/or Commitments (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any other rights Eurodollar Loans then outstanding; and provided further, however, that if the Borrower may have hereunder or under applicable law, require, at its expense, elects to exercise such right with respect to any such Affected Lender under clause (a) or (b) of this Section 2.23, then the Borrower shall be obligated to assign, at parreplace all Affected Lenders under such clauses. The Affected Lender replaced pursuant to this Section 2.23 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and participation interests Commitments upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts at any time owing payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to (in the Affected Lender case of all monies (together with other amounts, including amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than 2.21 hereof). Any such principal owing to it hereunder, (iii) the assignment is entered into designation of a Replacement Lender shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the BorrowerBorrower in such instance), and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.23, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.23, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 2 contracts

Samples: Credit Agreement (Alarm.com Holdings, Inc.), Credit Agreement (Alarm.com Holdings, Inc.)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 12.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourserecourse (other than with respect to claims or Liens arising by, through or under such Affected Lender), all of its interest, rights, and obligations hereunder (including all of its Commitments Revolving Credit Commitments, Term Loan Commitments, if any, and Incremental Term Loan Commitments, if any, and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) Borrower and (iv) the assignee any assignment fees shall have consented to the proposed amendment or waivers not consented to by the Affected Lenderbe waived).

Appears in 2 contracts

Samples: Credit Agreement (Alpine Income Property Trust, Inc.), Credit Agreement (CTO Realty Growth, Inc.)

Substitution of Lenders. In Upon the event receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from is required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.20 or of increased costs pursuant to Section 2.19(b) or Section 2.19(c) (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.22 or is a Non-Consenting Lender), ; (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitment; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitment (the replacing Lender or lender in addition (i) or (ii) being a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.21 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any other rights Eurodollar Loans then outstanding; and provided further, however, that if the Borrower may have hereunder or under applicable law, require, at its expense, elects to exercise such right with respect to any such Affected Lender under clauses (a) or (b) of this Section 2.23, then the Borrower shall be obligated to assign, at parreplace all Affected Lenders under such clauses. The Affected Lender replaced pursuant to this Section 2.23 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and participation interests Commitment upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts at any time owing payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to (in the Affected Lender case of all monies (together with other amounts, including amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than 2.21 hereof). Any such principal owing to it hereunder, (iii) the assignment is entered into designation of a Replacement Lender shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the BorrowerBorrower in such instance), and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.23, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.23, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 2 contracts

Samples: Credit Agreement (Alkami Technology, Inc.), Credit Agreement (Alkami Technology, Inc.)

Substitution of Lenders. In the event (a) the Borrower receives Borrowers receive a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower Representative receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 13.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable law, require, at its their expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerBorrowers, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected LenderBorrowers).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Sparton Corp), Credit and Guaranty Agreement (Sparton Corp)

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 9.3 or 12.1 11.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, 9.1 hereof or (c) in the event any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes in default in any material respect with respect to its obligations under the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver Loan Documents (any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an "Affected Lender"), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its any such Affected Lender's expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the Borrower, provided that that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal principal, interest, and fees accrued and owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender11.12 hereof.

Appears in 2 contracts

Samples: Credit Agreement (Hewitt Associates Inc), Credit Agreement (Hewitt Associates Inc)

Substitution of Lenders. l 2 . In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 12.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourserecourse (other than with respect to claims or Liens arising by, through or under such Affected Lender), all of its interest, rights, and obligations hereunder (including all of its Revolving Credit Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) Borrower and (iv) the assignee any assignment fees shall have consented to the proposed amendment or waivers not consented to by the Affected Lenderbe waived).

Appears in 2 contracts

Samples: Credit Agreement (Alpine Income Property Trust, Inc.), Credit Agreement (Alpine Income Property Trust, Inc.)

Substitution of Lenders. In Upon the event receipt by the Borrower of any of the following (or in the case of clause (a) below, if the Borrower receives a claim from is required to pay any such amount), with respect to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to described in clause clauses (a), (b), ) through (c), or (d) above below being hereinafter referred to as an “Affected Lender” hereunder): (a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.20 or of increased costs pursuant to Section 2.19(b) or Section 2.19(c) (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.22 or is a Non-Consenting Lender), ; (b) a notice from the Administrative Agent under Section 10.1(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or (c) notice from the Administrative Agent that a Lender is a Defaulting Lender; then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitment; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Commitment (the replacing Lender or lender in addition (i) or (ii) being a “Replacement Lender”); provided, however, that the Borrower shall be liable for the payment upon demand of all costs and other amounts arising under Section 2.21 that result from the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be, on a date other than the last day of the applicable Interest Period with respect to any other rights Eurodollar Loans then outstanding; and provided further, however, that if the Borrower may have hereunder or under applicable law, require, at its expense, elects to exercise such right with respect to any such Affected Lender under clause (a) or (b) of this Section 2.23, then the Borrower shall be obligated to assign, at parreplace all Affected Lenders under such clauses. The Affected Lender replaced pursuant to this Section 2.23 shall be required to assign and delegate, without recourse, all of its interestinterests, rights, rights and obligations hereunder (including all of its Commitments under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and participation interests Commitment upon payment to such Affected Lender of an amount (in Letters the aggregate for all Replacement Lenders) equal to 100% of Credit the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts at any time owing payable to it hereunder and under the other Loan DocumentsDocuments from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to (in the Affected Lender case of all monies (together with other amounts, including amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than 2.21 hereof). Any such principal owing to it hereunder, (iii) the assignment is entered into designation of a Replacement Lender shall be effected in accordance with, and subject to the consents required byterms and conditions of, the assignment provisions contained in Section 12.10 hereof 10.6 (provided any with the assignment fees and reimbursable expenses due thereunder shall fee to be paid by the BorrowerBorrower in such instance), and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section 2.23, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.19 or payments required to be made pursuant to Section 2.20, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (ivc) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section 2.23, the applicable assignee shall have consented to the proposed amendment applicable amendment, waiver or waivers consent. Notwithstanding the foregoing, an Affected Lender shall not consented be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the Affected Lendercircumstances entitling the Borrower to require such assignment and delegation cease to apply.

Appears in 2 contracts

Samples: Credit Agreement (Accuray Inc), Credit Agreement (Organogenesis Holdings Inc.)

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 8.4 or 12.1 10.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 8.2 hereof, (c) in the event any Lender is then a Defaulting Lender or such (d) in the event any Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Non-Consenting Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), ) or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (ii) if the assignment to a Person other than a Lender, the Borrower shall have received the written consent of the Administrative Agent and, a Line of Credit Commitment is being assigned, the L/C Issuer, which consents shall not be unreasonably withheld or delayed, to such assignment, (iii) the Borrower or the assignee Lender shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 8.1 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender10.10 hereof.

Appears in 2 contracts

Samples: Credit Agreement (Granite City Food & Brewery Ltd.), Credit Agreement (Granite City Food & Brewery LTD)

Substitution of Lenders. In Notwithstanding anything to the event (a) the Borrower receives a claim from contrary contained herein, if any Lender for compensation under Section 10.3 or 12.1 hereof(i) is a Defaulting Lender, (bii) the Borrower receives notice from any Lender of any illegality shall request compensation pursuant to Section 10.1 hereofSections 3.6, 3.7 or 3.10, (ciii) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be shall not have consented to by any amendment to this Agreement requiring consent of all Lenders or all affected Lenders under Section 12.11 hereof at a time when whereas the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c)consented, or (div) above being hereinafter referred shall not have consented to as an “Affected Lender”)any request for the extension of the Revolving Credit Maturity Date which request was approved in accordance with Section 2.14, then, in each such case, provided that no Event of Default shall then exist and be continuing, the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expensesole expense and effort, any other than in the case of a Defaulting Lender where such Affected expenses shall be paid by such Defaulting Lender, upon notice to such Lender to assignand the Administrative Agent, at par, without recourse, require that such Lender transfer all of its interestright, rights, title and obligations hereunder (including all interest under the Loan Documents to one or more of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan DocumentsLenders (in the sole and absolute discretion of each such Lender) to an Eligible Assignee specified or any other Person identified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid reasonably acceptable to the Affected Administrative Agent, each Swing Line Lender all monies and each Issuing Bank (together a “Substitute Lender”), provided, that any costs and expenses incurred by the Administrative Agent or a Substitute Lender in connection with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than transfer from a Defaulting Lender, not collected after requested from such principal owing to it hereunderDefaulting Lender, (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall will be paid reimbursed by the Borrower) , if such Substitute Lender agrees to assume all of the obligations of such Lender under the Loan Documents for consideration equal to all principal, interest, fees and (iv) other sums owing to such Lender under the assignee shall have consented Loan Documents, whether or not then otherwise due. Subject to the proposed amendment or waivers not consented to execution and delivery by the Affected Borrower at its expense of a new Note, an instrument of assignment and assumption, and such other documents as such Lender may reasonably require, such Substitute Lender shall be a “Lender” for all purposes hereunder. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements of the Borrower contained in Sections 3.5, 3.6, 3.7, 11.7 and 11.20 (without duplication of any payments made to such Lender by the Borrower or the Substitute Lender) shall survive for the benefit of any Lender replaced under this Section with respect to the time prior to such replacement.

Appears in 2 contracts

Samples: Credit Agreement (KOHLS Corp), Credit Agreement (KOHLS Corp)

Substitution of Lenders. In Upon the event (a) receipt by the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to a claim under Section 10.1 hereof2.17, (c) any 2.18 or 2.20, or notice such Lender is then has become a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Lender’s Loans, in addition Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Lender by designating another Lender or a financial institution that is willing to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any acquire such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Reimbursement Obligations and assume such Revolving Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, Commitment; provided that (i) such assignment shall replacement does not conflict with or violate any law, rule or regulation or order Requirement of any court or other governmental authorityLaw, (ii) no Event of Default (other than, in the case of the replacement of a Defaulting Lender, as a result of the failure of the Borrower to satisfy its cash collateralization obligations pursuant to Section 2.31(a)(ii)) shall have paid to occurred and be continuing at the Affected Lender all monies (together with amounts due time of such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunderreplacement, (iii) the assignment is entered into in accordance withBorrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and subject Reimbursement Obligations, accrued interest, fees and other amounts owing to such replaced Lender prior to the consents required bydate of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.17, Section 12.10 hereof (provided any assignment fees 2.18 and reimbursable expenses due thereunder shall be paid by the Borrower) and 2.20), (iv) the assignee Borrower shall have consented be liable to such replaced Lender under Section 2.19 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the proposed amendment Administrative Agent, the Swing Line Lender and the Issuing Lender, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or waivers not consented replacement Lender shall be obligated to pay the registration and processing fee except in the case of a Defaulting Lender).” (j) Section 2 is hereby amended by adding the Affected Lender.following as a new Section 2.31:

Appears in 1 contract

Samples: Credit Agreement (B&G Foods, Inc.)

Substitution of Lenders. (a) In the event (a) the Borrower receives a claim from that any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender that is then a Defaulting Lender or such Lender is a Subsidiary or not an Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or Administrative Agent (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), (i) makes a claim under Section 2.8 or notifies Borrower and the Administrative Agent pursuant to Section 2.8 that it becomes illegal for such Lender to continue to fund or maintain its Pro Rata Share of the Loan using the Libor Rate or (ii) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is obtained but that requires the consent of other Lenders, Borrower may, without regard to the Lock Out Period, either pay in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any full such Affected Lender with respect to assign, at par, without recourse, all amounts due with the consent of its interest, rights, and obligations hereunder the Administrative Agent or substitute for such Affected Lender any Lender or any Affiliate or Approved Fund of any Lender or any other Person acceptable (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documentswhich acceptance shall not be unreasonably withheld or delayed) to an Eligible Assignee specified the Administrative Agent (in each case, a “Substitute Lender”). (b) To substitute such Affected Lender or pay in full the Obligations owed to such Affected Lender, Borrower shall deliver a notice to the Administrative Agent and such Affected Lender. The effectiveness of such payment or substitution shall be subject to the delivery to the Administrative Agent by Borrower (or, as may be applicable in the case of a substitution, by the Borrower, provided that Substitute Lender) of (i) payment for the account of such assignment shall not conflict with Affected Lender, of, to the extent accrued through, and outstanding on, the effective date for such payment or violate any lawsubstitution, rule or regulation or order all Obligations owing to such Affected Lender (including those that will be owed because of any court or other governmental authoritysuch payment and all Obligations that would be owed to such Lender if it was solely a Lender), and (ii) in the Borrower case of a substitution, (A) payment of the assignment fee set forth in Section 12.3 and (B) an assumption agreement in form and substance satisfactory to the Administrative Agent whereby the Substitute Lender shall, among other things, agree to be bound by the terms of the Loan Documents and assume the Loan Commitment of the Affected Lender. (c) Upon satisfaction of the conditions set forth in clause (b) above, the Administrative Agent shall have paid to record such substitution or payment in the Register, whereupon (i) in the case of any payment in full, such Affected Lender’s Loan Commitments shall be terminated and (ii) in the case of any substitution, (A) the Affected Lender shall sell and be relieved of, and the Substitute Lender shall purchase and assume, all monies (together with amounts due rights and claims of such Affected Lender under Section 1.11 hereof as if the Loans owing Loan Documents with respect to it were prepaid rather than assigned) other than the Loan, except that the Affected Lender shall retain such principal owing to it hereunderrights expressly providing that they survive the repayment of the Obligations and the termination of the Loan Commitments, (iiiB) the assignment is entered into Substitute Lender shall become a “Lender” hereunder having a Loan Commitment in accordance with, the amount of such Affected Lender’s Loan Commitment and subject (C) the Affected Lender shall execute and deliver to the consents required byAdministrative Agent an Assignment to evidence such substitution and deliver any Note in its possession; provided, Section 12.10 hereof however, that the failure of any Affected Lender to execute any such Assignment or deliver any such Note shall not render such sale and purchase (provided any assignment fees and reimbursable expenses due thereunder shall be paid by or the Borrowercorresponding assignment) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lenderinvalid.

Appears in 1 contract

Samples: Loan Agreement (Cornerstone Core Properties REIT, Inc.)

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 10.1 or 12.1 hereof, hereof or (b) in the Borrower receives notice from event any Lender of is in default in any illegality pursuant material respect with respect to Section 10.1 hereof, its obligations under the Loan Documents or (c) in the event any Lender is then refuses to grant a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an requested amendment or waiver requested to be under Section 12.13 hereof after receiving a written request therefor from the Borrower which is otherwise consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause clauses (a), (b), (c), or (da)-(c) above being hereinafter referred to as an "Affected Lender"), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, if any, without recourse, all of its interest, rights, rights and obligations hereunder (including all of its Revolving Credit Commitments and the Revolving Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender12.12 hereof.

Appears in 1 contract

Samples: Credit Agreement (All American Semiconductor Inc)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender.paid

Appears in 1 contract

Samples: Revolving Credit Agreement (World Acceptance Corp)

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, or (c) in the event any Lender is then a Defaulting Lender or in default in any material respect (including, without limitation, such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes Lender's failure to fund when required to do so hereunder) with respect to its obligations under the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver Loan Documents (any such Lender referred to in clause (a), (b), or (c), or (d) above being hereinafter referred to as an "Affected Lender"), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, rights and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule rule, or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.13 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 1 contract

Samples: Credit Agreement (Lamson & Sessions Co)

Substitution of Lenders. In the event that (a) the Borrower Representative receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower Representative receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender (x) is then a Defaulting Lender or such Lender (y) is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a public bankruptcy or insolvency proceeding or a receiver or conservator has been publicly appointed for any such PersonPerson or (z) has made a public statement to the effect that it does not intend to comply with its funding obligations or has defaulted in its funding obligations generally under other syndicated credit facilities and such defaults are continuing, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 13.14 hereof at that requires the consent of a time when greater percentage of the Lenders than the Required Lenders and the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), then the Borrower Borrowers may, in addition to any other rights the Borrower Borrowers may have hereunder or under applicable law, require, at its their sole expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerBorrower Representative, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower Borrowers shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 Sections 1.9(d) and 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 13.13 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected LenderBorrowers).

Appears in 1 contract

Samples: Credit Agreement (Boulder Brands, Inc.)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 9.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 9.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonLender, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 12.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments Revolving Credit Commitment and the Loans and participation interests in Letters of Credit and Swingline Loans and other amounts at any time owing to it hereunder and the other Loan DocumentsCredit Documents but excluding its existing rights to payments pursuant to Section 9.3, Section 12.1 or Section 12.15 hereof) to an Eligible Assignee specified by the Borrower, provided that that: (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Administrative Agent the assignment fee (if any) specified in Section 12.12 hereof; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in L/C Obligations and Swingline Loans, accrued interest thereon, accrued fees and all monies other amounts payable to it hereunder and under the other Credit Documents (together with including all amounts due such Affected Lender under Sections 9.3 and 12.1 hereof and any amounts under Section 1.11 12.15 hereof and any amounts under Section 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other than such principal owing to it hereunder, amounts); (iii) in the case of any such assignment is entered into in accordance with, and subject resulting from a claim for compensation under Section 9.3 hereof or payments required to the consents required by, be made pursuant to Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender.12.1 hereof,

Appears in 1 contract

Samples: Credit Agreement (Jones Lang Lasalle Inc)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonLender, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 13.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.9 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender).

Appears in 1 contract

Samples: Credit Agreement (Intl Fcstone Inc.)

Substitution of Lenders. In the event (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes in default in any material respect with respect to its obligations under the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonLoan Documents, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 13.13 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a commercial bank or other financial institution specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 13.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower), (v) in respect of an Affected Lender pursuant to clause (d) above, the replacement Lender enters into such amendment, and (ivvi) prior to approaching a commercial bank or other financial institution that is not a Lender, the assignee Borrower shall have consented first offer to the proposed amendment or waivers not consented existing Lenders the option to by the Affected Lenderenter into such assignment.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Excelligence Learning Corp)

Substitution of Lenders. In Upon the event receipt by the Borrower of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 13.1 hereof, (b) notice by any Lender to the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, hereof or (c) notice that any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional Lender specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have received the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, to such assignment, (iii) the Borrower shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) owed hereunder other than such principal principal, interest, and fees accrued and owing to it hereunder, and (iiiiv) the assignment is entered into in accordance withwith the other requirements of Section 13.12 hereof. If the Borrower exercises its option hereunder to cause an assignment by any Affected Lender, such Affected Lender shall, promptly after receipt of written notice of such election, execute and subject deliver all documentation necessary to effectuate such assignment in accordance with Section 13.12. In the consents event that an Affected Lender does not comply with the requirements of the immediately preceding sentence within five Business Days after receipt of such notice, such Affected Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required by, to give effect to an assignment in accordance with Section 12.10 hereof (provided 13.12 on behalf of such Affected Lender and any assignment fees and reimbursable expenses due thereunder such documentation so executed by the Administrative Agent shall be paid by the Borrower) and (iv) the assignee shall have consented effective for purposes of documenting an assignment pursuant to the proposed amendment or waivers not consented to by the Affected LenderSection 13.12.

Appears in 1 contract

Samples: Credit Agreement (Penford Corp)

Substitution of Lenders. In the event If (a) the Borrower receives a claim from any Lender for has demanded compensation under Section 10.3 8.3 or 12.1 hereof8.4, (b) the Borrower receives notice from is required to make any Lender additional payments under Section 8.4 in respect of any illegality pursuant payment to Section 10.1 hereofany Lender, (c) any Lender is then becomes a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a any Lender fails to does not consent to an amendment any proposed amendment, supplement, modification, consent or waiver requested to be consented to by all of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or all each of the Lenders affected Lenders under Section 12.11 hereof at a time when thereby (so long as the consent of the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”has been obtained), the Borrower may, in addition shall have the right to any other rights designate a substitute lender or lenders reasonably acceptable to the Borrower Administrative Agent (which may have hereunder be one or under applicable law, require, at its expense, any such Affected Lender more of the Lenders) to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and purchase the Loans and participation interests assume the Commitments of such Lender, and each Lender agrees in Letters such event that, if the Borrower so designates a substitute or substitutes, it will sell its Loans and assign its rights under this Agreement to such substitute or substitutes as soon as reasonably possible (and in any event within 30 days) after such designation, on substantially the terms set forth in Exhibit D, for a payment equal to the principal amount of Credit its Loans plus all interest on such Loans and other amounts at all facility fees accrued but unpaid up to but excluding the date of such payment plus any time owing to loss or expense incurred by it hereunder and (or by an existing or prospective Participant in the other Loan Documentsrelated Loan), in connection with such payment, including (without limitation) to an Eligible Assignee specified any loss incurred in obtaining, liquidating or employing deposits from third parties as contemplated under Section 2.14, but excluding loss of margin for the period after any such payment, as reasonably determined by the Borrower, it; provided that in connection with any substitution pursuant to clause (d) above, (i) such assignment shall substitution does not conflict with or violate any applicable law, rule or regulation or order of any court or other governmental authority, and (ii) the Borrower no Event of Default shall have paid occurred and be continuing at the time of such substitution; provided further that, in connection with any substitution pursuant to this Section, the substitute or substitutes shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lenderdate of substitution.

Appears in 1 contract

Samples: Credit Agreement (Norfolk Southern Corp)

Substitution of Lenders. In the event (a) the Borrower Company receives a claim from any Lender Bank for compensation under Section 10.3 9.3 or 12.1 11.21 hereof, (b) the Borrower Company receives notice from any Lender Bank of any illegality pursuant to Section 10.1 9.1 hereof, (c) any Lender is then Bank becomes a Defaulting Lender or such Lender Bank is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender Bank fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 11.1 hereof at a time when the Required Lenders Banks have approved such amendment or waiver (any such Lender Bank referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Company may, in addition to any other rights the Borrower Company may have hereunder or under applicable law, require, at its expense, require any such Affected Lender to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit L/Cs and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the BorrowerCompany, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityGovernmental Authority, (ii) the Borrower Company shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 9.4 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 11.17 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) Company), and (iv) the assignee Company shall have consented paid to the proposed amendment or waivers not consented to Agent the reasonable out-of-pocket costs and expenses incurred by the Affected LenderAgent in connection with such assignment.

Appears in 1 contract

Samples: Credit Agreement (Sanderson Farms Inc)

Substitution of Lenders. In the event (a) the Borrower receives a claim from Company becomes obligated to pay additional amounts to any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, SECTIONS 4.1(b) or (c) or SECTION 4.3, or if it becomes illegal for any Lender is then to continue to fund or to make Offshore Rate Loans pursuant to SECTION 4.2, as a Defaulting Lender or result of any condition described in any such Section, then, unless such Lender has theretofore taken steps to remove or cure, and has removed or cured, the conditions creating the cause for such obligation to pay such additional amounts or for such illegality, the Company may designate a replacement bank or other financial institution which is a Subsidiary Lender (subject to the consent of such Lender) or Affiliate of a Person who has been deemed insolvent or becomes is acceptable to the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such PersonAdministrative Agent, or (d) a the Issuing Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when and the Required Lenders have approved such amendment or waiver Swingline Lender in their sole discretion (any such replacement bank or other financial institution being herein called a "REPLACEMENT LENDER") to purchase the Loans of such Lender referred and such Lender's rights hereunder, without recourse to or warranty by, or expense to, such Lender for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and accrued but unpaid commitment fees in clause respect of such Lender's Commitments and any other amounts payable to such Lender under this Agreement (aincluding amounts payable pursuant to SECTION 4.4, assuming for such purpose that all Offshore Rate Loans of such Lender were prepaid on the date of the replacement of such Lender), (b)and to assume all the obligations of such Lender hereunder, (c)and, upon such purchase, such Lender shall no longer be a party hereto or (d) above being hereinafter referred have any rights hereunder and shall be relieved from all obligations to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rightsCompany hereunder, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that (i) such assignment Replacement Lender shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid succeed to the Affected rights and obligations of such Lender all monies (together with amounts due such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (iv) the assignee shall have consented to the proposed amendment or waivers not consented to by the Affected Lender.

Appears in 1 contract

Samples: Credit Agreement (Rayovac Corp)

Substitution of Lenders. In Upon the event receipt by the Company of (a) the Borrower receives a claim from any Lender for compensation under Section 10.3 2.03(b)(iii), Section 7.04 or 12.1 Section 9.01 hereof, (b) the Borrower receives notice from by any Lender to the Company of any illegality pursuant to Section 10.1 hereof, 7.02 hereof or (c) in the event any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), ) or (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower Company may, in addition to any other rights the Borrower Company may have hereunder or under applicable lawLaw, require, at its expense, any such Affected Lender to assign, at parpar plus accrued interest and fees, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee a bank or other institutional lender specified by the BorrowerCompany, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authorityLaw, (ii) if the Borrower assignment is to a Person other than a Lender, the Company shall have received the written consent of the Administrative Agent, the Swing Line Lender and the L/C Issuers, which consents shall not be unreasonably withheld or delayed, to such assignment, (iii) the Company shall have paid to the Affected Lender all monies (together with amounts due such Affected Lender under Section 1.11 7.01 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iiiiv) the assignment is entered into in accordance with, and subject to with the consents required by, other requirements of Section 12.10 9.01 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) and (ivv) the assignee shall have consented paid to the proposed amendment or waivers not consented to Affected Lender the principal amount of all outstanding Loans made by the such Affected Lender. If at the time Investment Grade Status exists as to the Company, the Company may elect to terminate this Agreement as to an Affected Lender (including any Commitments, Loans and L/C Obligations that have been participated); provided that (i) the Company notifies such Lender through the Administrative Agent of such election at least three Business Days before the effective date of such termination, (ii) the Borrower repays or prepays the principal amount of all outstanding Loans made by such Lender plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of such Lender’s Commitment hereunder plus all other amounts payable by such Borrower to such Lender hereunder, not later than the effective date of such termination and (iii) if at the effective date of such termination, any L/C Obligations or Swingline Loans are outstanding, the conditions specified in Section 2.04 would be satisfied (after giving effect to such termination) as if the related Letters of Credit issued or the related Swingline Loans made on such date. Upon satisfaction of the foregoing conditions, the Commitment of such Lender shall terminate on the effective date specified in such notice, its participation in any outstanding L/C Obligations or Swingline Loans shall terminate on such effective date and the participations of the other Lenders therein shall be redetermined as of such date as if such Letters of Credit had been issued or such Swingline Loans had been made on such date.

Appears in 1 contract

Samples: Credit Agreement (LyondellBasell Industries N.V.)

Substitution of Lenders. (a) In the event that (ai)(A) any Lender makes a claim under Section 2.14(c) (Increased Costs) or 2.15 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or make any Eurodollar Rate Loan and such Lender notifies the Borrower receives a claim from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof2.14(d) (Illegality), (cC) any Loan Party is required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender or (D) any Lender is then becomes a Defaulting Lender or Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender is a Subsidiary or Affiliate under this Agreement with respect to its Loans materially exceeds the effective average annual rate of a Person who has been deemed insolvent or becomes interest payable to the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Requisite Lenders under Section 12.11 hereof this Agreement and (iii) in the case of clause (i)(A), (B) and (C) above, Lenders holding at a time when least 75% of the Required Lenders have approved Revolving Credit Commitments are not subject to such amendment increased costs or waiver illegality, payment or proceedings (any such Lender referred to in clause (a)Lender, (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower maymay substitute any Lender and, in addition if reasonably acceptable to the Administrative Agent, any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any Eligible Assignee (a “Substitute Institution”) for such Affected Lender hereunder, after delivery of a written notice (a “Substitution Notice”) by the Borrower to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments the Administrative Agent and the Loans and participation interests Affected Lender within a reasonable time (in Letters any case not to exceed 90 days) following the occurrence of Credit and other amounts at any time owing to it hereunder and of the other Loan Documents) to an Eligible Assignee specified by the Borrower, provided that events described in clause (i) above that the Borrower intends to make such assignment substitution. (b) If the Substitution Notice was properly issued under this Section 2.17, the Affected Lender shall not conflict with or violate any lawsell, rule or regulation or order and the Substitute Institution shall purchase, all rights and claims of such Affected Lender under the Loan Documents, and the Substitute Institution shall assume, and the Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any court damages (which, pursuant to Section 9.5 (Limitation of Liability), do not include exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase and sale (and the corresponding assignment of all rights and claims hereunder) shall be recorded in the Register maintained by the Administrative Agent and shall be effective on (and not earlier than) the later of (i) the receipt by the Affected Lender of its Ratable Portion of the Revolving Credit Outstandings, together with any other governmental authorityObligations owing to it, (ii) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to it and the Borrower whereby the Substitute Institution shall have paid agree to be bound by the terms hereof and (iii) the payment in full to the Affected Lender in cash of all monies (together with amounts due fees, unreimbursed costs and expenses and indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale, purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all purposes of this Agreement having a Revolving Credit Commitment in the amount of such Affected Lender’s Revolving Credit Commitment assumed by it and such Revolving Credit Commitment of the Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by terminated; provided, however, that all indemnities under the Borrower) and (iv) the assignee Loan Documents shall have consented to the proposed amendment or waivers not consented to by the continue in favor of such Affected Lender. (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are assigned hereunder to a Substitute Institution pursuant to this Section 2.17, it shall execute and deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment, together with any Revolving Credit Note (if such Loans are evidenced by a Revolving Credit Note) evidencing the Loans subject to such Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an Assignment and Acceptance shall not render such assignment invalid.

Appears in 1 contract

Samples: Credit Agreement (Tekni Plex Inc)

Substitution of Lenders. In the event If (ai) the Borrower receives a claim from obligation of any Lender for to make ----------------------- Eurocurrency-based Advances has been suspended pursuant to Section 12.3 or Section 12.4, (ii) any Lender has demanded compensation under Section 10.3 12.5 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (ciii) any Lender is then a Defaulting Lender (in each case, an "Affected Lender"), Company shall have the right, with the assistance and consent of the Agent, to seek a substitute lender or lenders (which may be one or more of the Lenders (the "Purchasing Lender" or "Purchasing Lenders") to purchase the Notes and assume the commitment (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Lender. The Affected Lender is a Subsidiary shall be obligated to sell its Notes and assign its commitment to such Purchasing Lender or Affiliate Purchasing Lenders 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 a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for sale. In connection with any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Lender to assign, at par, without recourse, all of its interest, rightssale, and obligations hereunder (including all of its Commitments and the Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borroweras a condition thereof, provided that (i) such assignment Company shall not conflict with or violate any law, rule or regulation or order of any court or other governmental authority, (ii) the Borrower shall have paid pay to the Affected Lender all monies fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (together with amounts i) the amount of any compensation which would be due such to the Affected Lender under Section 1.11 hereof as 12.1 if Company has prepaid the Loans owing to it were prepaid rather than assigned) other than outstanding Eurocurrency- based Advances of the Affected Lender on the date of such principal owing to it hereunder, (iii) the assignment is entered into in accordance with, and subject to the consents required by, Section 12.10 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower) sale and (ivii) any additional compensation accrued for its account under Section 12.5 to but excluding said date. Upon such sale, the assignee Purchasing Lender or Purchasing Lenders shall have consented to the proposed amendment or waivers not consented to by assume the Affected Lender's commitment and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Lenders, the Affected Lender, as assignor, such Purchasing Lender, as assignee, Company and the Agent, with the subscribed consent of the Swing Line Lender shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Lender with a Percentage equal to its ratable share of the Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 12.8, Company or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 14.8. Upon the consummation of any sale pursuant to this Section 12.8, the Affected Lender, the Agent and Company shall make appropriate arrangements so that, if required, each Purchasing Lender receives a new Notes, as applicable.

Appears in 1 contract

Samples: Credit Agreement (FLD Acquisition Corp)

Substitution of Lenders. In Upon the event (a) receipt by the Borrower receives a claim Borrowers from any Lender for compensation under Section 10.3 or 12.1 hereof, (b) the Borrower receives notice from any Lender of any illegality pursuant to Section 10.1 hereof, (c) any Lender is then a Defaulting Lender or such Lender is a Subsidiary or Affiliate of a Person who has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding or a receiver or conservator has been appointed for any such Person, or (d) a Lender fails to consent to an amendment or waiver requested to be consented to by all Lenders or all affected Lenders under Section 12.11 hereof at a time when the Required Lenders have approved such amendment or waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as an “Affected Lender”)) of a notice under Section 2.13(b) or a claim under Section 2.16 or 2.17, or at any time that a Lender is a Defaulting Lender, the Borrower Borrowers may: (a) request one or more of the other Lenders to acquire and assume all or part of such Affected Lender’s or Defaulting Lender’s, in addition to any other rights as the Borrower case may have hereunder be, Loans and Commitment; or under applicable law, require, at its expense, any (b) replace such Affected Lender or Defaulting Lender, as the case may be, by designating another Lender or financial institution that is willing to assign, at par, without recourse, all of its interest, rights, and obligations hereunder (including all of its Commitments and the acquire such Loans and participation interests in Letters of Credit and other amounts at any time owing to it hereunder and the other Loan Documents) to an Eligible Assignee specified by the Borrower, assume such Commitment; provided that (i) such assignment shall replacement does not conflict with or violate any law, rule or regulation or order Requirement of any court or other governmental authorityLaw, (ii) the Borrower no Default or Event of Default shall have paid to occurred and be continuing at the Affected Lender all monies (together with amounts due time of such Affected Lender under Section 1.11 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunderreplacement, (iii) the assignment is entered into in accordance withreplacement Lender or institution shall purchase, and subject to the consents required byat par, Section 12.10 hereof (provided any assignment all Loans, accrued interest, accrued fees and reimbursable expenses due thereunder shall be paid by other amounts owing to such replaced Lender on and as of the Borrower) and date of replacement, (iv) the assignee Borrowers shall have consented be liable to such replaced Lender under Section 2.18 if any LIBOR Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto and shall pay any such amounts to such Lender on the date of such replacement, (v) the replacement Lender or institution, if not already a Lender, shall be reasonably satisfactory to the proposed amendment Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrowers or waivers not consented replacement Lender shall be obligated to by pay the Affected Lenderregistration and processing fee), (vii) the Borrowers shall pay all additional amounts (if any) required pursuant to Sections 2.16 or 2.17, as the case may be, to the extent such additional amounts were incurred on or prior to the consummation of such replacement and (viii) in the case of any such assignment resulting from a claim under Section 2.16 or 2.17, such assignment will result in a reduction in such compensation or payments thereafter.

Appears in 1 contract

Samples: Credit Agreement (West Pharmaceutical Services Inc)